[Form 4] Third Harmonic Bio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Third Harmonic Bio insider Natalie Holles, who serves as CEO and a director, reported transactions tied to the companys dissolution. On 08/11/2025 she recorded cancellation of 1,218,836 shares of common stock and received a $5.35 per-share liquidation distribution, leaving her with 0 common shares following the transactions.

The filing also shows derivative holdings were settled or canceled: 998,854 stock options and 50,000 restricted stock units were disposed of or settled, with option payments reflecting the liquidation distribution net of exercise prices. These entries reflect completion of a liquidation distribution to equity holders as part of the issuers dissolution process.

Positive

• Insider received liquidation proceeds of $5.35 per share, demonstrating distribution to equity holders
• Full settlement of derivative awards (options and RSUs) appears to have been executed and documented

Negative

• Company dissolution led to cancellation of common stock holdings and termination of equity incentives
• Reporting person holds 0 common shares after the transactions, indicating no remaining insider equity stake

Insights

Corporate Governance Expert

TL;DR Insider transactions reflect company dissolution and full liquidation distribution to equity holders, eliminating executive share ownership.

The Form 4 documents a cancellation of common shares and settlement/cancellation of derivative awards tied to a liquidation distribution of $5.35 per share. For governance, this is definitive: equity awards and outstanding shares were resolved through a formal liquidation. Managements reported receipt of the distribution and zero post-transaction ownership removes ongoing equity incentives and aligns with the company ceasing operations. The filing is a clear administrative record of closing equity positions rather than a strategic corporate action that would preserve ongoing value creation.

Securities Analyst

TL;DR The report documents material liquidation activity that terminates shareholder equity positions and settles outstanding options and RSUs.

From a securities perspective, the cancellation of 1,218,836 common shares and disposition/settlement of 998,854 options and 50,000 RSUs, each receiving $5.35 per share in liquidation proceeds, represents a full wind-up of equity claims. The note that option payments equal the liquidation distribution less exercise price indicates cash settlement mechanics. This Form 4 provides transparent line-item reconciliation of how equity awards were extinguished in connection with the issuers dissolution.

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

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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^*

Holles Natalie C.

(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
X	Officer (give title below)		Other (specify below)
	CEO

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)		1,218,836	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)			998,854	(3)	(3)	Common Stock	998,854	$0	0	D
Restricted Stock Unit	(4)	08/11/2025		J(1)			50,000	(4)	(4)	Common Stock	50,000	$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.

4. The restricted stock units were deemed vested aod settled on the date of the liquidation distribution, and such settled shares received a liquidation distribution of $5.35 per share.

	/s/ Natalie Holles	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.
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FAQ

What transactions did Natalie Holles report on Form 4 for THRD?

The Form 4 reports cancellation of 1,218,836 common shares, settlement/cancellation of 998,854 stock options, and settlement of 50,000 restricted stock units in connection with the issuers dissolution.

How much was the liquidation distribution per share reported in the filing?

The filing states a liquidation distribution of $5.35 per share was paid on the settled common shares.

Did Natalie Holles retain any common stock after the reported transactions?

No. The Form 4 shows 0 common shares beneficially owned by the reporting person following the reported transactions.

How were the stock options handled according to the Form 4?

The Form 4 indicates 998,854 stock options were paid out with the payment equal to the $5.35 liquidation distribution less the options exercise price, resulting in 0 options remaining.

What roles does the reporting person hold at Third Harmonic Bio?

The filing identifies Natalie Holles as both a Director and the CEO of the issuer.