Sujal Shah - 15 Apr 2025 Form 4 Insider Report for Tvardi Therapeutics, Inc. (TVRD)

Role
Director
Signature
/s/ Dan Conn, Attorney- in-Fact
Issuer symbol
TVRD
Transactions as of
15 Apr 2025
Transactions value $
$0
Form type
4
Filing time
17 Apr 2025, 18:50:11 UTC
Previous filing
22 Mar 2024
Next filing
21 Apr 2025

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TVRD Stock Option (right to buy) Award +10,394 10,394 15 Apr 2025 Common Stock 10,394 $0.6800 Direct F1, F2, F3
transaction TVRD Stock Option (right to buy) Award +8,047 8,047 15 Apr 2025 Common Stock 8,047 $4.70 Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Fully vested and exercisable.
F2 Received in exchange for a stock option to acquire 77,500 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.09 per share pursuant to an Agreement and Plan of Merger and Reorganization by and among, the Issuer, CT Convergence Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub") and Legacy Tvardi, as amended (the "Merger Agreement").
F3 Under the terms of the Merger Agreement, on April 15, 2025, Merger Sub merged with and into Legacy Tvardi (the "Merger"), with Legacy Tvardi surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each outstanding option to purchase shares of Legacy Tvardi common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc.
F4 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date.
F5 Received in exchange for a stock option to acquire 60,000 shares of common stock of Legacy Tvardi with the exercise price of $0.63 per share pursuant to the Merger Agreement.