SEC Form SC 13G/A filed by Talaris Therapeutics Inc. (Amendment)

2/9/24 5:24:53 PM ET

Biotechnology: Pharmaceutical Preparations

Health Care

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SC 13G/A 1 d133130dsc13ga.htm SC 13G/A SC 13G/A

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, par value $0.0001 per share

(Title of Class of Securities)

89157D105

(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)

☐ 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 disclosures provided in a prior cover page.

The information required on 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. 89157D105


1		NAMES OF REPORTING PERSONS Clarus Lifesciences III, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

2

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Clarus Defined Exit I, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

3

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Clarus DE II, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

4

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Clarus IV-A, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

5

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Clarus IV-B, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

6

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Clarus IV-C, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

7

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Clarus IV-D, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

8

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Clarus Ventures III GP, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

9

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Blackstone Clarus III L.L.C.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

10

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Clarus Ventures DE GP, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

11

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Blackstone Clarus DE L.L.C.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

12

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Clarus IV GP, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

13

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Blackstone Clarus GP 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

14

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Blackstone Clarus GP L.L.C.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

15

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Blackstone Holdings I 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

16

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Blackstone Holdings II 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

17

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP L.L.C.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

18

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Blackstone Inc.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

19

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

20

CUSIP No. 89157D105


1		NAMES OF REPORTING PERSONS Stephen A. Schwarzman
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


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 0
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

21

Item 1(a).

Name of Issuer

Tourmaline Bio, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Office

27 West 24th Street, Suite 702, New York, NY 10010

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i)

Clarus Lifesciences III, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(ii)

Clarus Defined Exit I, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(iii)

Clarus DE II, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(iv)

Clarus IV-A, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(v)

Clarus IV-B, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(vi)

Clarus IV-C, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(vii)

Clarus IV-D, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

22

(viii)

Clarus Ventures III GP, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(ix)

Blackstone Clarus III L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(x)

Clarus Ventures DE GP, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xi)

Blackstone Clarus DE L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xii)

Clarus IV GP, L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xiii)

Blackstone Clarus GP L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xiv)

Blackstone Clarus GP L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xv)

Blackstone Holdings I L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xvi)

Blackstone Holdings II L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xvii)

Blackstone Holdings I/II GP L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

23

(xviii)

Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xix)

Blackstone Group Management L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(xx)

Stephen A. Schwarzman

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: United States

Clarus Ventures III GP, L.P. is the general partner of Clarus Lifesciences III, L.P. Blackstone Clarus III L.L.C. is the general partner of Clarus Ventures III GP, L.P. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P. Clarus Ventures DE GP, L.P. is the general partner of each of Clarus Defined Exit I, L.P. and Clarus DE II, L.P. Blackstone Clarus DE L.L.C. is the general partner of Clarus Ventures DE GP, L.P. The sole member of Blackstone Clarus DE L.L.C. is Blackstone Holdings II L.P. Clarus IV GP, L.P. is the general partner of each of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P. and Clarus IV-D, L.P. Blackstone Clarus GP L.P. is the general partner of Clarus IV GP, L.P. Blackstone Clarus GP L.L.C. is the general partner of Blackstone Clarus GP L.P. The sole member of Blackstone Clarus GP L.L.C. is Blackstone Holdings I L.P.

The general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Each such Reporting Person may have been deemed to beneficially own the Common Stock beneficially owned by each of Clarus Lifesciences III, L.P., Clarus Defined Exit I, L.P., Clarus DE II, L.P., Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P. and Clarus IV-D, L.P. (the “Blackstone Funds”) directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Funds to the extent they directly held Common Stock) was the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Item 2(d).

Title of Class of Securities

Common stock, par value $0.0001 per share (the “Common Stock”)

Item 2(e).

CUSIP Number

89157D105

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

24

Item 4.

Ownership

(a) Amount beneficially owned:

As of December 31, 2023, the Blackstone Funds no longer own any shares of Common Stock. As such, as of the date hereof, the Reporting Persons are no longer beneficial owners of more than 5% of the Common Stock of the Issuer. This filing represents an exit filing for the Reporting Persons.

(b) Percent of class:

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Common Stock listed on such Reporting Person’s cover page.

(c) Number of Shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

Reporting Persons no longer beneficially own any Common Stock.

(ii)

Shared power to vote or to direct the vote:

Reporting Persons no longer beneficially own any Common Stock.

(iii)

Sole power to dispose or to direct the disposition of:

Reporting Persons no longer beneficially own any Common Stock.

(iv)

Shared power to dispose or to direct the disposition of:

Reporting Persons no longer beneficially own any Common Stock.

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

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

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

Not applicable.

25

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024


CLARUS LIFESCIENCES III, L.P.
By Clarus Ventures III GP, L.P., its general partner
By Blackstone Clarus III L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

CLARUS DEFINED EXIT I, L.P.
By Clarus Ventures DE GP, L.P., its general partner
By: Blackstone Clarus DE L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

CLARUS DE II, L.P.
By Clarus Ventures DE GP, L.P., its general partner
By: Blackstone Clarus DE L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

CLARUS IV-A, L.P.
By: Clarus IV GP, L.P., its general partner
By: Blackstone Clarus GP L.P., its general partner
By: Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory


CLARUS IV-B, L.P.
By: Clarus IV GP, L.P., its general partner
By: Blackstone Clarus GP L.P., its general partner
By: Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

CLARUS IV-C, L.P.
By: Clarus IV GP, L.P., its general partner
By: Blackstone Clarus GP L.P., its general partner
By: Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

CLARUS IV-D, L.P.
By: Clarus IV GP, L.P., its general partner
By: Blackstone Clarus GP L.P., its general partner
By: Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

CLARUS VENTURES III GP, L.P.
By Blackstone Clarus III L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory


BLACKSTONE CLARUS III L.L.C.

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

CLARUS VENTURES DE GP, L.P.
By: Blackstone Clarus DE L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

BLACKSTONE CLARUS DE L.L.C.

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

CLARUS IV GP, L.P.
By: Blackstone Clarus GP L.P., its general partner
By: Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

BLACKSTONE CLARUS GP L.P.
By: Blackstone Clarus GP L.L.C., its general partner

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory


BLACKSTONE CLARUS GP L.L.C.

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Authorized Signatory

BLACKSTONE HOLDINGS I L.P.
By Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

BLACKSTONE HOLDINGS II L.P.
By Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

BLACKSTONE INC.

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman

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Recent Analyst Ratings for
$TALS

Date	Price Target	Rating	Analyst
10/20/2022	$18.00	Buy	H.C. Wainwright
7/5/2022	$20.00 → $8.00	Overweight → Equal-Weight	Morgan Stanley
11/12/2021	$21.00 → $22.00	Outperform	SVB Leerink

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$TALS
Press Releases

Fastest customizable press release news feed in the world

Talaris Therapeutics Announces Stockholder Approval of Merger with Tourmaline Bio
Combined Company to Trade on Nasdaq Under Ticker "TRML"Talaris Announces 1-for-10 Reverse Stock Split of Common Stock BOSTON, Oct. 17, 2023 (GLOBE NEWSWIRE) -- Talaris Therapeutics, Inc. (NASDAQ:TALS) ("Talaris") today announced the results of the special meeting of its stockholders held on October 17, 2023. At the special meeting, Talaris' stockholders voted in favor of all proposals, including the proposal to approve the issuance of shares of Talaris' common stock to the stockholders of Tourmaline Bio, Inc. ("Tourmaline") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 22, 2023, pursuant to which a direct wholly owned subsidiary of Talaris will merge with a
10/17/23 5:47:44 PM ET
$TALS
Biotechnology: Pharmaceutical Preparations
Health Care
Talaris Therapeutics Declares Special Dividend In Connection with Proposed Merger with Tourmaline Bio
Special dividend estimated to be $1.5118 per share Payment of special dividend conditioned upon closing of merger, which is subject to stockholder approval BOSTON, Oct. 06, 2023 (GLOBE NEWSWIRE) -- Talaris Therapeutics, Inc. (NASDAQ:TALS) ("Talaris" or the "Company") today announced that its Board of Directors has declared a special dividend in connection with the previously announced merger (the "Merger") with Tourmaline Bio, Inc. ("Tourmaline") pursuant to the Agreement and Plan of Merger, dated June 22, 2023 (the "Merger Agreement"). The special dividend, which the Company estimates will be $1.5118 per share of Talaris common stock, will be payable in cash. The exact amount of the sp
10/6/23 5:09:00 PM ET
$TALS
Biotechnology: Pharmaceutical Preparations
Health Care
New York Blood Center Enterprises Acquires Commercial-Scale Cell & Gene Therapy Development and Manufacturing Facilities from Talaris Therapeutics
NEW YORK and BOSTON, Oct. 04, 2023 (GLOBE NEWSWIRE) -- New York Blood Center Enterprises (NYBCe) and Talaris Therapeutics, Inc. (NASDAQ:TALS) ("Talaris") announced today NYBCe's acquisition of commercial-scale cell and gene therapy development and manufacturing facilities, as well as certain technologies and equipment from Talaris in Houston, Texas and Louisville, Kentucky. The acquisition of both locations, combined with NYBCe's Comprehensive Cell Solutions (CCS) vast cell sourcing and collection network, accelerates the delivery of a fully integrated vein-to-vein cell and gene therapy development and manufacturing solution for the continental United States (US), capable of serving the bi
10/4/23 8:30:00 AM ET
$TALS
Biotechnology: Pharmaceutical Preparations
Health Care

Talaris Therapeutics Announces Leadership Transition
BOSTON and LOUISVILLE, Ky., May 26, 2023 (GLOBE NEWSWIRE) -- Talaris Therapeutics, Inc. (NASDAQ:TALS), today announced the appointment of Mary Kay Fenton as interim Chief Executive Officer and President effective as of today. Ms. Fenton, who will continue as Talaris's Chief Financial Officer, succeeds Chief Executive Officer Scott Requadt who will be leaving the Company as part of a planned workforce reduction, as previously announced by the Company. "On behalf of the board, I would like to thank Scott for his unwavering commitment to patients and to Talaris over the past four and a half years," said Francois Nader, MD, Chairman of the Talaris Therapeutics Board of Directors. "I welcome M
5/26/23 7:00:00 AM ET
$TALS
Biotechnology: Pharmaceutical Preparations
Health Care
Talaris Therapeutics Announces Second Quarter Financial Results and Corporate Update
All FREEDOM-1 patients who received FCR001 at least three months prior to the data cutoff date of June 15, 2022 had achieved and maintained >50% T-cell chimerism, and all three patients who were dosed at least 12 months post-transplant have discontinued their chronic anti-rejection drugs Multiple oral and poster presentations at the American Transplant Congress (ATC) 2022 highlighted key research findings and long-term Phase 2 follow up Strong cash balance with expected runway through 2024 BOSTON and LOUISVILLE, Ky., Aug. 15, 2022 (GLOBE NEWSWIRE) -- Talaris Therapeutics, Inc. (NASDAQ:TALS), a late-clinical stage cell therapy company developing therapies with the potential to transform
8/15/22 7:00:00 AM ET
$TALS
Biotechnology: Pharmaceutical Preparations
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Talaris Therapeutics Announces Changes to Board of Directors
BOSTON and LOUISVILLE, Ky., May 17, 2022 (GLOBE NEWSWIRE) -- Talaris Therapeutics, Inc. (NASDAQ:TALS), a late-clinical stage cell therapy company developing therapies with the potential to transform the standard of care in solid organ transplantation and severe immune and blood disorders, today announced the appointment of independent director Karen Smith, M.D., Ph.D., MBA, LLM to the Company's Board of Directors. "Karen's long track record of developing and commercializing novel therapies and her wide-ranging industry experience make her a valuable addition to our Board of Directors," said Francois Nader, M.D., Chairman of the Board of Talaris. "I am pleased to welcome her to the team an
5/17/22 7:00:00 AM ET
$TALS
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Health Care

Talaris Therapeutics Announces Stockholder Approval of Merger with Tourmaline Bio
Combined Company to Trade on Nasdaq Under Ticker "TRML"Talaris Announces 1-for-10 Reverse Stock Split of Common Stock BOSTON, Oct. 17, 2023 (GLOBE NEWSWIRE) -- Talaris Therapeutics, Inc. (NASDAQ:TALS) ("Talaris") today announced the results of the special meeting of its stockholders held on October 17, 2023. At the special meeting, Talaris' stockholders voted in favor of all proposals, including the proposal to approve the issuance of shares of Talaris' common stock to the stockholders of Tourmaline Bio, Inc. ("Tourmaline") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 22, 2023, pursuant to which a direct wholly owned subsidiary of Talaris will merge with a
10/17/23 5:47:44 PM ET
$TALS
Biotechnology: Pharmaceutical Preparations
Health Care
Talaris Therapeutics Declares Special Dividend In Connection with Proposed Merger with Tourmaline Bio
Special dividend estimated to be $1.5118 per share Payment of special dividend conditioned upon closing of merger, which is subject to stockholder approval BOSTON, Oct. 06, 2023 (GLOBE NEWSWIRE) -- Talaris Therapeutics, Inc. (NASDAQ:TALS) ("Talaris" or the "Company") today announced that its Board of Directors has declared a special dividend in connection with the previously announced merger (the "Merger") with Tourmaline Bio, Inc. ("Tourmaline") pursuant to the Agreement and Plan of Merger, dated June 22, 2023 (the "Merger Agreement"). The special dividend, which the Company estimates will be $1.5118 per share of Talaris common stock, will be payable in cash. The exact amount of the sp
10/6/23 5:09:00 PM ET
$TALS
Biotechnology: Pharmaceutical Preparations
Health Care
New York Blood Center Enterprises Acquires Commercial-Scale Cell & Gene Therapy Development and Manufacturing Facilities from Talaris Therapeutics
NEW YORK and BOSTON, Oct. 04, 2023 (GLOBE NEWSWIRE) -- New York Blood Center Enterprises (NYBCe) and Talaris Therapeutics, Inc. (NASDAQ:TALS) ("Talaris") announced today NYBCe's acquisition of commercial-scale cell and gene therapy development and manufacturing facilities, as well as certain technologies and equipment from Talaris in Houston, Texas and Louisville, Kentucky. The acquisition of both locations, combined with NYBCe's Comprehensive Cell Solutions (CCS) vast cell sourcing and collection network, accelerates the delivery of a fully integrated vein-to-vein cell and gene therapy development and manufacturing solution for the continental United States (US), capable of serving the bi
10/4/23 8:30:00 AM ET
$TALS
Biotechnology: Pharmaceutical Preparations
Health Care