Sec Form 4 Filing - Nader Francois @ Talaris Therapeutics, Inc. - 2022-07-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Nader Francois 2. Issuer Name and Ticker or Trading Symbol Talaris Therapeutics, Inc. [ TALS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TALARIS THERAPEUTICS, INC., 93 WORCESTER STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/19/2022 (Street) WELLESLEY, MA02481 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/19/2022 P 50,000 A $ 3.52( 1 ) 50,000 D Common Stock 07/20/2022 P 52,000 A $ 3.62( 2 ) 102,000 D Common Stock 07/21/2022 J( 3 ) V 248,432 D $ 0 87,735 I By Francois Nader 2020 Trust( 4 ) Common Stock 07/21/2022 J( 3 ) V 248,432 A $ 0 248,432 I By FN TALS LLC( 5 ) Common Stock 07/21/2022 P 36,500 A $ 3.72( 6 ) 138,500 D Common Stock 07/25/2022 J( 7 ) V 138,500 D $ 0 0 D Common Stock 07/25/2022 J( 7 ) V 138,500 A $ 0 386,932 I By FN TALS LLC( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nader Francois C/O TALARIS THERAPEUTICS, INC. 93 WORCESTER STREET WELLESLEY, MA02481 X Signatures /s/ Mary Kay Fenton, attorney-in-fact 07/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.38 to $3.64, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. ( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.51 to $3.66, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. ( 3 )Represents the transfer of shares held by the Francois Nader 2020 Trust to FN TALS LLC for no consideration. ( 4 )These shares are held in a trust for the benefit of the Reporting Person's spouse and child. The Reporting Person's spouse and child are trustees of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 5 )These shares are held by a limited liability company of which the Reporting Person serves as the sole member, with sole voting and investment control over the securities held thereby. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 6 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.595 to $3.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. ( 7 )Represents the transfer of shares held by the Reporting Person to FN TALS LLC for no consideration.

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 4(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).

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