Third Harmonic Bio Form 4: RSUs Settled and Shares Cancelled in Dissolution

Rhea-AI Filing Summary

Christopher M. Murphy, Chief Financial & Business Officer of Third Harmonic Bio, Inc. (THRD), reported on Form 4 that 47,500 restricted stock units vested and were settled on 08/11/2025. The settled shares received a liquidation distribution of $5.35 per share. The filing also states the transaction reflects a cancellation of shares in connection with the dissolution of the issuer. Following the reported transaction, Mr. Murphy beneficially owns 0 shares of common stock according to the Form 4.

Positive

• None.

Negative

• 47,500 restricted stock units were settled and then cancelled in connection with the issuer's dissolution
• Liquidation distribution of $5.35 per share paid on the settled shares
• Reporting person now shows 0 shares of common stock beneficially owned following the transaction

Insights

Corporate Governance Expert

TL;DR: Form 4 shows settlement of 47,500 RSUs, a $5.35 liquidation distribution per share, and share cancellation tied to issuer dissolution.

The filing documents an insider settlement of restricted stock units on 08/11/2025 that resulted in a liquidation distribution of $5.35 per share and records cancellation of common stock due to the issuer's dissolution. From a governance perspective, the combination of a liquidation payment and explicit cancellation language indicates a wind-down of equity interests rather than an ongoing equity issuance event. The reporting officer now shows zero beneficial ownership post-transaction, which is consistent with share cancellation tied to dissolution proceedings. This is a material corporate action for shareholders because it signals termination of equity stakes.

Securities Analyst

TL;DR: Insider received liquidation proceeds on vested RSUs; 47,500 shares settled and were cancelled as part of issuer dissolution.

The transaction is recorded as the deemed vesting and settlement of 47,500 restricted stock units, with a per-share liquidation distribution of $5.35. The Form 4 labels the transaction with a cancellation tied to the dissolution of the issuer, and reports zero common shares owned following the transaction. For investors, the direct implication in this filing is the conversion of equity compensation into a cash liquidation payment and the elimination of those shares through cancellation.

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

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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^*

Murphy Christopher M.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial & Bus. Officer

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

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
Restricted Stock Unit	(1)	08/11/2025		J(2)			47,500	(1)	(1)	Common Stock	47,500	$0	0	D

Explanation of Responses:

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

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

	/s/ Christopher Murphy	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 Christopher M. Murphy report on Form 4 for THRD?

He reported settlement of 47,500 restricted stock units on 08/11/2025, receipt of a $5.35 per share liquidation distribution, and cancellation of those shares related to the issuer's dissolution.

How many shares does the reporting person own after the transaction?

The Form 4 reports 0 shares of common stock beneficially owned following the reported transaction.

What was the per-share payment on the settled RSUs?

The settled restricted stock units received a liquidation distribution of $5.35 per share.

When did the restricted stock units vest and settle?

The restricted stock units were deemed vested and settled on 08/11/2025.

Does the filing indicate why the shares were cancelled?

Yes. The filing states the transaction is a cancellation of shares in connection with the dissolution of the issuer.