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

Role
Director
Signature
/s/ Dan Conn, Attorney- in-Fact
Stock symbol
TVRD
Transactions as of
Apr 15, 2025
Transactions value $
$0
Form type
4
Date filed
4/17/2025, 06:50 PM
Previous filing
Mar 22, 2024
SEC
View on sec.gov

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 +10.4K 10.4K Apr 15, 2025 Common Stock 10.4K $0.68 Direct F1, F2, F3
transaction TVRD Stock Option (right to buy) Award +8.05K 8.05K Apr 15, 2025 Common Stock 8.05K $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.