Third Harmonic Bio director reports option cancellation tied to liquidation

Rhea-AI Filing Summary

Thomas P. Soloway, a director of Third Harmonic Bio, Inc. (THRD), reported a change in beneficial ownership related to derivative securities on 08/11/2025. The filing shows a reported transaction code J(2) cancelling 120,166 stock options tied to common stock. The form states the cancellation reflects payment of a liquidation distribution of $5.35 per share less the exercise price and that the cancellation occurred in connection with the dissolution of the issuer. Following the reported transaction, the filing lists 0 shares beneficially owned related to these options.

Positive

• Disclosure of liquidation distribution amount ($5.35 per share) provides clear numeric detail on payout calculation
• Form 4 filed and signed indicating procedural compliance with Section 16 reporting

Negative

• Cancellation of 120,166 options reduces insider equity holdings and signals termination of those compensation rights
• Issuer dissolution implies shareholders may receive limited recovery and equity is being wound up

Insights

Securities Lawyer

TL;DR: Director reported cancellation of 120,166 options tied to a liquidation distribution amid issuer dissolution.

The Form 4 documents a non-derivative/derivative-related transaction dated 08/11/2025 recorded under code J(2), indicating cancellation connected to the issuer's dissolution. The disclosure that a $5.35 per share liquidation distribution was paid net of exercise price is material to insider recovery from winding-up proceeds. This filing is procedural and compliant in format; it does not provide details on remaining recoveries, creditor hierarchy, or final distribution timing, which would require other filings.

Corporate Governance Analyst

TL;DR: Insider option cancellation signals wind-down actions but provides limited detail on overall stakeholder impact.

The cancellation of 120,166 options and explicit tie to dissolution demonstrates a formal winding-up affecting equity-linked compensation. For governance and compensation analysis, the event confirms termination of those equity rights and a cash component ($5.35 per share net of exercise). The form lacks context on the total pool of options outstanding, treatment of other holders, or timing of final distributions, constraining a full assessment of investor outcomes.

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
Estimated average burden
hours per response:			0.5

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^*

Soloway Thomas P

(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

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)			120,166	(1)	(1)	Common Stock	120,166	$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/ 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 Thomas P. Soloway report on Form 4 for THRD?

The filing reports a transaction dated 08/11/2025 cancelling 120,166 stock options tied to common stock, with 0 shares owned following the transaction.

Why were the options cancelled according to the Form 4?

The form explains the cancellation reflects payment of a liquidation distribution of $5.35 per share less the exercise price and occurred in connection with the dissolution of the issuer.

Does the Form 4 show any cash received by the reporting person?

The Form 4 states a liquidation distribution of $5.35 per share was applied less the exercise price, but it does not detail the net cash received by the reporting person on this form.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 08/14/2025 for the reporting person.

Does this filing indicate the company is dissolving?

Yes, the transaction is described as a cancellation in connection with the dissolution of the issuer.