SEC Form SCHEDULE 13D filed by AlloVir Inc.

The address of the principal business office of each of the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301.

The principal business of the Reporting Persons is venture capital investments. Dr. Akkaraju serves as the Managing Member of Samsara GP, which is the general partner of Samsara LP.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of Samsara LP and Samsara GP was organized in the state of Delaware and Dr. Akkaraju is a citizen of the United States.

The shares of common stock reported herein as being beneficially owned by the Reporting Persons were issued to Samsara LP in connection with the consummation of the merger (the "Merger") on March 18, 2025 (the "Closing Date") pursuant to the terms of the Agreement and Plan of Merger, dated as of November 7, 2024 (the "Merger Agreement"), by and among the Issuer, Aurora Merger Sub, Inc. ("Merger Sub") and Kalaris Tx, Inc. (formerly Kalaris Therapeutics, Inc.) ("Legacy Kalaris"). In connection with the Merger, (i) at the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into Legacy Kalaris, with Legacy Kalaris continuing as a wholly-owned subsidiary of the Issuer and the surviving corporation of the Merger and, after giving effect to the Merger, Legacy Kalaris became a wholly-owned subsidiary of the Issuer (together with its consolidated subsidiary, the "Combined Company"), and immediately following the Effective Time, the Issuer changed its name to "Kalaris Therapeutics, Inc." In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Legacy Kalaris common stock was converted into and became exchangeable for the right to receive 0.2016 shares of common stock of the Issuer. Upon completion of the Merger, and in accordance with the terms of the Merger Agreement, the shares of Legacy Kalaris stock held by Samsara LP were cancelled and converted into an aggregate of 11,444,503 shares of the Issuer's common stock. The aggregate purchase price of the shares of Legacy Kalaris acquired by Samsara LP was $60,007,111. The funds used by Samsara LP to acquire the securities of Legacy Kalaris were obtained from capital contributions by its partners.

The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the "Act")). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide. Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the common stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of common stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the common stock beneficially owned by them (or any shares of common stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein. Dr. Akkaraju, the Managing Member of Samsara GP, is a member of the board of directors of the Issuer. As a director of the Issuer, Dr. Akkaraju may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 18,702,413 shares of common stock outstanding as of March 18, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on March 18, 2025. The Reporting Persons' ownership of the Issuer's securities consists of 11,448,081 shares of common stock directly held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by by Samsara LP.

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.

Not applicable.

Lock Up Agreement Concurrently with the execution of the Merger Agreement, certain executive officers, directors and stockholders of the Issuer and Legacy Kalaris, including Samsara LP and Dr. Akkaraju, have entered into lock-up agreements with the Issuer pursuant to which such parties have agreed not to, except in limited circumstances, sell or transfer their shares of the Issuer common stock, for the 180-day period following the Closing Date. The description of the Lock-Up Agreements contained in this Item 6 is qualified in its entirety by reference to the full text of the form of Lock-up Agreement filed as Exhibit 99.2 to this Schedule 13D and incorporated by reference herein. Equity Awards Dr. Akkaraju is a member of the Board of Directors of the Issuer. From time to time, Dr. Akkaraju may receive stock options or other awards of equity-based compensation pursuant to the Issuer's compensation arrangements for non-employee directors.

Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Form of Lock-Up Agreement (incorporated by reference to Annex D to Amendment No. 2 to the Issuer's Registration Statement on Form S-4 (Registration No. 333-283678), filed with the SEC on February 3, 2025).