4//SEC Filing
Castelein Caley 4
Accession 0001355758-25-000006
CIK 0001827506other
Filed
Oct 27, 8:00 PM ET
Accepted
Oct 28, 6:30 PM ET
Size
15.1 KB
Accession
0001355758-25-000006
Insider Transaction Report
Form 4
Castelein Caley
Director
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-10-28−10,000→ 0 totalExercise: $13.91→ Common Stock (10,000 underlying) - Disposition from Tender
Common Stock
2025-10-28−431,939→ 0 total(indirect: By KVP Capital, LP) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-10-28−16,800→ 0 totalExercise: $18.73→ Common Stock (16,800 underlying) - Disposition from Tender
Common Stock
2025-10-28−515,997→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-10-28−10,000→ 0 totalExercise: $9.46→ Common Stock (10,000 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 8, 2025, by and among Issuer, Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland ("Parent"), and Torino Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on October 28, 2025, Merger Sub completed a cash tender offer to acquire all of the shares of common stock of the Issuer, par value $0.0001 (the "Shares"), issued and outstanding immediately prior to the effective time of the merger (the "Effective Time"), in exchange for $48.00 in cash per Share, subject to any applicable withholding of taxes (the "Merger Consideration").
- [F2]Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for $48.00 in cash per Share.
- [F3]These shares are held by KVP. The Reporting Person is the Managing Member of KVP Capital GP, LLC, the General Partner of KVP and, as such, has sole voting and investment power with respect to the shares held by KVP. The Reporting Person disclaims beneficial ownership of the shares held by KVP except to the extent of his pecuniary interest therein and this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F4]Pursuant to the terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such option and (ii) the aggregate number of Shares issuable upon exercise of such option or portion thereof, subject to any applicable withholding of taxes.
Documents
Issuer
Tourmaline Bio, Inc.
CIK 0001827506
Entity typeother
Related Parties
1- filerCIK 0001355758
Filing Metadata
- Form type
- 4
- Filed
- Oct 27, 8:00 PM ET
- Accepted
- Oct 28, 6:30 PM ET
- Size
- 15.1 KB