Third Harmonic Bio dissolution: insider options cancelled, liquidation payout disclosed

Rhea-AI Filing Summary

Third Harmonic Bio, Inc. insider report shows the company is being dissolved and an insider's option shares were cancelled while receiving a liquidation distribution. Gladstone Michael, listed as a Director and >10% owner, reported a transaction dated 08/11/2025 cancelling 43,584 underlying common shares tied to stock options. The filing states the cancellation occurred in connection with the issuer's dissolution and that the holder received a liquidation distribution of $5.35 per share less the option exercise price, resulting in a net payment in lieu of stock ownership.

Positive

• Liquidation distribution paid at $5.35 per share (less exercise price), providing cash value to the option holder rather than uncertain recovery.
• Insider transaction disclosed publicly via Form 4, maintaining regulatory transparency about ownership changes tied to the dissolution.

Negative

• Issuer dissolution led to cancellation of shares, indicating termination of equity value for shareholders.
• Cancellation of 43,584 shares underlying options held by a Director and >10% owner, removing those equity interests.
• Equity holders receive settlement instead of ongoing ownership, which is a materially adverse corporate outcome for investors seeking continuing operations.

Insights

Financial Analyst

TL;DR: Report shows issuer dissolution with option cancellations and a per-share liquidation payout, a material negative for equity holders.

The Form 4 discloses cancellation of 43,584 shares underlying options held by a director and >10% owner, tied explicitly to the issuer's dissolution. The reported per-share liquidation distribution of $5.35 less exercise price indicates creditors/holders are being settled rather than equity continuing. For investors, dissolution and cancellation of outstanding insider-held options represent terminal corporate action that eliminates future equity value.

Corporate Governance Expert

TL;DR: Governance filing confirms corporate wind-up and insider receipt of liquidation proceeds instead of retained equity.

The filing is clear: the issuer underwent dissolution and effected cancellation of insider option-related shares, with a cash distribution mechanism described. This is a definitive corporate governance event ending shareholder rights tied to those securities. The disclosure is appropriately filed on Form 4 to report the insider's change in beneficial ownership resulting from the dissolution process.

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^*

Gladstone Michael

(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	X	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

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	(1)	08/11/2025		J(2)			43,584	(1)	(1)	Common Stock	43,584	$0	0	D

Explanation of Responses:

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

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

	/s/ Ommer Chohan, 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 the Form 4 for Third Harmonic Bio (THRD) report?

The Form 4 reports cancellation of 43,584 shares underlying stock options held by Gladstone Michael in connection with the issuer's dissolution and a liquidation distribution of $5.35 per share less the exercise price.

Who filed the Form 4 and what is their relationship to THRD?

Gladstone Michael is the reporting person, indicated as a Director and a 10% owner of Third Harmonic Bio.

How many option shares were cancelled and what was the transaction date?

43,584 option-related shares were cancelled with the transaction date reported as 08/11/2025.

What payment did the option holder receive instead of shares?

The filing states a liquidation distribution of $5.35 per share, less the exercise price of the options, was paid in lieu of issuing shares.

Does the Form 4 indicate why the shares were cancelled?

Yes. The cancellation is described as occurring in connection with the dissolution of the issuer.