Sec Form 4 Filing - MCDADE MARK @ Tourmaline Bio, Inc. - 2023-10-19

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 MCDADE MARK 2. Issuer Name and Ticker or Trading Symbol Tourmaline Bio, Inc. [ TRML] 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 TOURMALINE BIO, INC., 27 WEST 24TH STREET, SUITE 702 3. Date of Earliest Transaction (MM/DD/YY) 10/19/2023 (Street) NEW YORK, NY10010 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 10/19/2023 A 348,431 A 348,431 I By Qiming U.S. Healthcare Fund III,L.P. ( 2 ) Common Stock 10/19/2023 A( 3 ) 518 ( 3 ) A 518 D Common Stock 183,177 ( 4 ) I By Qiming U.S. Healthcare Fund I,L.P. ( 5 ) Common Stock 110,083 ( 4 ) I By Qiming U.S. Healthcare Fund II,L.P. ( 6 )

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 Foll owing 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 Stock Option (Right to Buy) $ 2.54 10/19/2023 D( 3 ) 20,500 ( 7 ) 06/13/2033 Common Stock 20,500 $ 0 0 D Stock Option (Right to Buy) $ 9.46 10/23/2023 A 20,000 ( 8 ) 10/22/2033 Common Stock 20,000 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCDADE MARK C/O TOURMALINE BIO, INC. 27 WEST 24TH STREET, SUITE 702 NEW YORK, NY10010 X Signatures /s/ Brad Middlekauff, Attorney-in-Fact 10/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 4,367,945 shares of common stock of Tourmaline Bio, Inc. ("Tourmaline") pursuant to an Agreement and Plan of Merger dated as of June 22, 2023 (the "Merger Agreement") by and among Tourmaline, the Issuer and Terrain Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Under the terms of the Merger Agreement, on October 19, 2023, Merger Sub merged with and into Tourmaline (the "Merger"), with Tourmaline surviving the Merger as a wholly owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Tourmaline common stock was converted into the right to receive 0.07977 of a share of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 10-for-1. Subsequent to the Merger, the name of the Issuer was changed from Talaris Therapeutics, Inc. to Tourmaline Bio, Inc. ( 2 )The securities are directly held by Qiming U.S. Healthcare Fund III, L.P. ("Qiming III"). Qiming U.S. Healthcare GP III, LLC ("Qiming GP III") is the sole general partner of Qiming III. The Reporting Person is a managing member of Qiming GP III and may be deemed to share voting and dispositive power over the securities held by Qiming III. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. ( 3 )Pursuant to the Merger Agreement, the Reporting Person's stock option to purchase 20,500 shares of Common Stock (prior to giving effect to the reverse stock split described in footnote (1)) was accelerated and cancelled at the effective time of the Merger. In consideration for such cancellation, the Reporting Person received a cash payment of $8,066 and 518 shares of Common Stock (after giving effect to the reverse stock split). ( 4 )Reflects a 10-for-1 reverse stock split of the Issuer's Common Stock effected on October 19, 2023 immediately prior to the effective time of the Merger. ( 5 )The securities are directly held by Qiming U.S. Healthcare Fund I, L.P. ("Qiming"). Qiming U.S. Healthcare GP I, LLC ("Qiming GP") is the sole general partner of Qiming. The Reporting Person is a managing member of Qiming GP and may be deemed to share voting and dispositive power over the securities held by Qiming. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. ( 6 )The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming II"). Qiming U.S. Healthcare GP II, LLC ("Qiming GP II") is the sole general partner of Qiming II. The Reporting Person is a managing member of Qiming GP II and may be deemed to share voting and dispositive power over the securities held by Qiming II. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. ( 7 )The shares underlying this option shall vest as follows: the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting. ( 8 )The shares subject to the option vest in substantially equal monthly installments over a three-year period measured from one month following October 23, 2023, subject to the Reporting Person's continued service on each such vesting date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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