| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KLRS | Common Stock | Award | +252K | 252K | Mar 18, 2025 | Direct | F1, F2 | |||
| transaction | KLRS | Common Stock | Award | +101K | 101K | Mar 18, 2025 | See footnote | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KLRS | Stock Option (right to buy) | Award | +106K | 106K | Mar 18, 2025 | Common Stock | 106K | $0.85 | Direct | F2, F4, F5 |
| Id | Content |
|---|---|
| F1 | Shares issued upon closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2024 (the "Merger Agreement"), by and among the Issuer, Aurora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and Kalaris Tx, Inc. (previously named Kalaris Therapeutics, Inc.), a Delaware corporation ("KTx"), in exchange for outstanding shares of KTx pursuant to the terms and conditions of the Merger Agreement (such, transaction, the "Merger"). |
| F2 | Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, each share of KTx common stock was converted into and became exchangeable for the right to receive 0.2016 shares of common stock of the Issuer (the "Exchange Ratio") and each outstanding option to purchase shares of KTx common stock, whether or not vested, was converted into an option to acquire shares of common stock of the Issuer, with necessary adjustments to the number of shares and exercise price to reflect the Exchange Ratio, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger. |
| F3 | These securities are held directly by S&S New Hampshire Trust (the "S&S Shares") for the benefit of the reporting person's children. The reporting person may be deemed to have beneficial ownership over the S&S Shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| F4 | Stock option assumed in connection with the closing of the Merger, in exchange for an outstanding option to purchase shares of KTx pursuant to the terms and conditions of the Merger Agreement. |
| F5 | This option vests over four years beginning on the vesting commencement date of October 1, 2023, with 1/48th the shares underlying the option vesting at the end of each successive one-month period thereafter. |