SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
MACKAY GEOFFREY

(Last) (First) (Middle)
C/O TALARIS THERAPEUTICS, INC.
570 S. PRESTON STREET

(Street)
LOUISVILLE KY 40202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2021
3. Issuer Name and Ticker or Trading Symbol
Talaris Therapeutics, Inc. [ TALS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 12/20/2028 Common Stock 31,542 0.9 D
Stock Option (Right to Buy) (2) 02/07/2030 Common Stock 18,691 0.96 D
Stock Option (Right to Buy) (3) 08/20/2030 Common Stock 6,633 3.9 D
Stock Option (Right to Buy) (4) 10/02/2030 Common Stock 19,922 5.72 D
Explanation of Responses:
1. The shares underlying this option shall vest as follows: 25% vested on November 16, 2019; and the remaining shall vest in 36 equal monthly installments thereafter.
2. The shares underlying this option shall vest in 48 equal monthly installments beginning on the vesting commencement date of December 5, 2019.
3. The shares underlying this option shall vest in 48 equal monthly installments beginning on the vesting commencement date of August 20, 2020
4. The shares underlying this option shall vest in 48 equal monthly installments beginning on the vesting commencement date of October 2, 2020.
Remarks:
Exhibit 24: Power of Attorney
/s/ Mary Kay Fenton, as Attorney-in-Fact 05/06/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.