Sec Form 4 Filing - Holles Natalie C. @ Third Harmonic Bio, Inc. - 2023-03-06

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 Holles Natalie C. 2. Issuer Name and Ticker or Trading Symbol Third Harmonic Bio, Inc. [ THRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O THIRD HARMONIC BIO, INC., 1700 MONTGOMERY STREET, SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2023 (Street) SAN FRANCISCO, CA94111 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

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 Employee Stock Option (right to buy) $ 9.22 03/06/2023 D( 1 ) 467,634 ( 2 ) 02/16/2032 Common Stock 467,634 ( 1 ) 0 D Employee Stock Option (right to buy) $ 4.2 03/06/2023 A( 1 ) 467,634 ( 2 ) 02/16/2032 Common Stock 467,634 ( 1 ) 467,634 D Employee Stock Option (right to buy) $ 18.4 03/06/2023 D( 1 ) 205,000 ( 3 ) 10/24/2032 Common Stock 205,000 ( 1 ) 0 D Employee Stock Option (right to buy) $ 4.2 03/06/2023 A( 1 ) 205,000 ( 3 ) 10/24/2032 Common Stock 205,000 ( 1 ) 205,000 D Employee Stock Option (right to buy) $ 4.2 03/06/2023 A 360,000 ( 4 ) 03/05/2033 Common Stock 360,000 $ 0 360,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Holles Natalie C. C/O THIRD HARMONIC BIO, INC. 1700 MONTGOMERY STREET, SUITE 210 SAN FRANCISCO, CA94111 X CEO Signatures /s/ Natalie Holles 03/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction reported herein reflects a one-time stock option repricing that became effective on March 6, 2023 and is being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended. There have been no other changes to the terms of these Options. ( 2 )6.25% of the total shares vested on May 17, 2022, and thereafter 6.25% of the total shares underlying the award shall vest in equal quarterly installments until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. ( 3 )The option vests over a four-year period: 1/48th on November 25, 2022, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date. ( 4 )The option vests over a four-year period: 1/48th on April 6, 2023, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting 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 4(b)(v).

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