Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TOURMALINE BIO, INC.
(Name of Issuer)
Common
Stock, $0.0001 par value per share
(Title of Class of Securities)
89157D 105
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 89157D 105
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF | 5 | SOLE VOTING POWER
0 |
SHARES BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER
0 |
EACH REPORTING PERSON |
7 | SOLE DISPOSITIVE POWER
0 |
| WITH: | 8 | SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN |
CUSIP No. 89157D 105
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF |
5 | SOLE VOTING POWER
0 |
SHARES BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER
0 |
EACH REPORTING PERSON |
7 | SOLE DISPOSITIVE POWER
0 |
| WITH: | 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
CUSIP No. 89157D 105
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF |
5 |
SOLE VOTING POWER
0 |
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
0 |
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
| WITH: | 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
CUSIP No. 89157D 105
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Healthcare Fund, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF |
5 | SOLE VOTING POWER
0 |
SHARES BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER
0 |
EACH REPORTING PERSON |
7 | SOLE DISPOSITIVE POWER
0 |
| WITH: | 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| Item 1(a). | Name of Issuer: |
Tourmaline Bio, Inc. (formerly Talaris Therapeutics, Inc.) (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
27 West 24th Street, Suite 702, New York, New York 10010
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report (collectively, the “Reporting Persons”) are:
RA Capital Management, L.P. (“RA Capital”)
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the “Fund”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
| Item 2(c). | Citizenship: |
RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.0001 par value per share (“Common Stock”)
| Item 2(e). | CUSIP Number: |
89157D 105
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibit List
Exhibit 1: Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: | February 14, 2024 |
| RA CAPITAL MANAGEMENT, L.P. |
| By: | /s/ Peter Kolchinsky | |
| Name: Peter Kolchinsky | ||
| Title: Authorized Signatory |
| PETER KOLCHINSKY |
| /s/ Peter Kolchinsky |
| RAJEEV SHAH |
| /s/ Rajeev Shah |
| RA CAPITAL HEALTHCARE FUND, L.P. |
| By: | RA Capital Healthcare Fund GP, LLC |
| Its: | General Partner |
| By: | /s/ Peter Kolchinsky | |
| Name: Peter Kolchinsky | ||
| Title: Manager |