Wallace L. Hall Jr - Apr 15, 2025 Form 4/A - Amendment 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/A - Amendment
Date filed: 5/2/2025, 06:19 PM
Date Of Original Report: Apr 17, 2025
Next filing: Apr 21, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
HALL WALLACE L JR	Director	C/O TVARDI THERAPEUTICS, INC., 3 SUGAR CREEK CTR BLVD, STE 525, SUGAR LAND	/s/ Dan Conn, Attorney-in-Fact	2025-05-02	0001762801

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TVRD	Common Stock	Award		+44.7K			44.7K	Apr 15, 2025	Firepit Partners, LP	F1, F2, F3, F4
transaction	TVRD	Common Stock	Award		+202K			202K	Apr 15, 2025	BioMatrix Partners Ltd.	F1, F2, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The initial Form 4 inadvertently listed an incorrect transaction code.
F2	Received in exchange for 250,000 shares of Series A Preferred Stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") pursuant to 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") and 11,183 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $250,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes.
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 share of Legacy Tvardi stock was converted into the right to receive 0.1341 of shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc.
F4	The Reporting Person is a general partner of Firepit Partners, LP ("Firepit") and may be deemed to share voting and dispositive power of the shares held by Firepit but disclaims beneficial ownership of the shares held by such entity except to any pecuniary interest therein.
F5	Received in exchange for 1,000,000 shares of Series A Preferred Stock and 173,448 Series B Preferred Stock of Legacy Tvardi pursuant to the Merger Agreement and 44,665 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $1,000,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes.
F6	The Reporting Person is a general partner of BioMatrix Partners Ltd. ("BioMartix") and may be deemed to share voting and dispositive power of the shares held by Biomatrix but disclaims beneficial ownership of the shares held by such entity except to any pecuniary interest therein.