Third Harmonic Bio liquidation: Director's holdings cancelled for $5.35/sh

Rhea-AI Filing Summary

Third Harmonic Bio, Inc. (THRD) filed a Form 4 showing that director Hans Martin Seidel disposed of all his equity holdings in connection with the company's dissolution. On 08/11/2025 Seidel's 85,753 shares of common stock were cancelled and he received a liquidation distribution of $5.35 per share. In addition, 53,090 stock options were treated as exercised/cancelled, with the cash payment equal to the $5.35 per share liquidation amount less the options' exercise price. Following these transactions the reporting person holds 0 shares and 0 derivative securities.

Positive

• Liquidation distribution of $5.35 per share provided cash value to the reporting person
• All holdings settled, removing ongoing insider uncertainty about unexercised options or residual shares

Negative

• Issuer dissolution as stated in the explanation indicates termination of the company as an operating equity issuer
• Reporting person now owns 0 shares and 0 derivatives, showing full exit of insider holdings

Insights

Corporate Governance Expert

TL;DR: The Form 4 records a full equity exit tied to issuer dissolution and a per-share liquidation payout of $5.35.

The filing documents a governance-level outcome: the company underwent dissolution triggering cancellation of common stock and option settlements for insiders. That process transfers residual value to holders via a fixed liquidation distribution rather than ongoing equity. For remaining public investors this is a definitive corporate wind-up event with material consequences for equity value and voting rights. The transaction is procedural but highly material because it ends the company as an operating equity issuer.

Securities Analyst

TL;DR: Insider received cash of $5.35 per cancelled share; all reported holdings reduced to zero.

The statement quantifies the liquidation payout and shows the mechanics: cancellation of 85,753 shares and settlement of 53,090 option units resulting in cash equal to $5.35 per share less any option exercise price. From a securities perspective, this removes outstanding interest from the reporting person and signals that public equity claims have been extinguished through liquidation distributions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Seidel Hans Martin

(Last) (First) (Middle)

C/O THIRD HARMONIC BIO, INC.

1700 MONTGOMERY STREET, SUITE 210

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Third Harmonic Bio, Inc. [ THRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/11/2025		J(1)		85,753	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	(3)	08/11/2025		J(1)			53,090	(3)	(3)	Common Stock	53,090	$0	0	D

Explanation of Responses:

1. Transaction reported is a cancellation of shares of common stock in connection with the dissolution of the Issuer.

2. The reporting person received a liquidation distribution of $5.35 per share of Common Stock from Issuer.

3. Represents payment of the liquidation distribution of $5.35 per share less the exercise price of such options.

	/s/ Natalie Holles, Attorney-in-Fact	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Hans Martin Seidel report on Form 4 for THRD?

The filing shows Seidel disposed of 85,753 common shares and 53,090 option-related units on 08/11/2025, resulting in 0 shares owned following the transactions.

Why were the shares and options cancelled according to the Form 4?

The Form 4 explains the transactions were cancellations in connection with the dissolution of the Issuer and related liquidation distributions.

How much cash was paid per cancelled share?

The reporting person received a liquidation distribution of $5.35 per share from the issuer.

How were stock options treated in this transaction?

The filing states 53,090 option units were settled with payment equal to the $5.35 per share liquidation amount less the options' exercise price.

What is the transaction date on the Form 4?

The transactions are dated 08/11/2025, and the Form 4 was signed by attorney-in-fact on 08/14/2025.