Third Harmonic Bio Director Exits Holdings; $5.35 Per-Share Liquidation

Rhea-AI Filing Summary

Third Harmonic Bio director Mark T. Iwicki reported cancellation and disposition of his equity following the issuer's dissolution. On 08/11/2025 he reported the cancellation of 128,631 shares of Common Stock and disposition of a related Stock Option representing 83,296 underlying shares. The reporting person received a liquidation distribution of $5.35 per share for cancelled common shares; option proceeds reflect the distribution less the exercise price. After these transactions the reporting person beneficially owned 0 shares of Common Stock. The filing was signed by an attorney-in-fact on 08/14/2025.

Positive

• Liquidation distribution paid at $5.35 per cancelled share, providing cash realization for the reporting person
• Complete disclosure of cancellation and option settlement, meeting Section 16 reporting requirements

Negative

• Reporting person no longer holds any beneficially owned common stock following the transactions
• Equity and option positions were cancelled due to issuer dissolution, indicating the company is being wound up

Insights

Securities Analyst

TL;DR: Director disposed of all direct and derivative holdings tied to the issuer's dissolution, receiving a $5.35 per-share liquidation payment.

The Form 4 documents a complete exit by an insider through cancellation of 128,631 common shares and disposition of option-based rights to 83,296 shares; both actions are tied to the companys dissolution and liquidation distribution. For investors, this is a routine post-dissolution mechanics disclosure rather than an operational indicator. The cash-out amount per share is explicit; no remaining beneficial ownership is reported, confirming the insider holds no direct exposure after the distribution.

Corporate Governance Expert

TL;DR: The filing reflects administration of a liquidation process, with insider holdings reconciled to zero after distribution.

The Form 4 provides clear, transactional-level disclosure: cancellation of equity and settlement of option economics consistent with dissolution procedures. This is a governance and compliance disclosure fulfilling Section 16 reporting requirements. There is no indication of separate misconduct or unusual timing; the filings note attorney-in-fact signature, which is common for administrative closings. Materiality to ongoing investors is limited to confirming completion of insider settlements.

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^*

Iwicki Mark T

(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)		128,631	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)			83,296	(3)	(3)	Common Stock	83,296	$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 Mark T. Iwicki report on Form 4 for THRD?

He reported cancellation of 128,631 shares of Common Stock and disposition/settlement of a Stock Option covering 83,296 shares, tied to the issuer's dissolution.

How much was the liquidation distribution per share reported in the Form 4?

The filing states a liquidation distribution of $5.35 per share for Common Stock.

Did the reporting person retain any beneficial ownership after the transaction?

No. The Form 4 reports 0 shares beneficially owned following the reported transactions.

When were the transactions executed and when was the Form 4 signed?

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

Why were the shares and options cancelled according to the filing?

The filing explains the transactions are a cancellation of shares in connection with the dissolution of the issuer and option settlement reflects payment of the liquidation distribution less exercise price.