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

Rhea-AI Filing Summary

Bonita David P, a director of Third Harmonic Bio, Inc. (THRD), reported the cancellation of 5,779,071 shares of common stock on 08/11/2025 in connection with the issuer's dissolution. The filing shows the reporting person received a $5.35 per-share liquidation distribution, and the number of common shares beneficially owned following the transaction is 0. A related disposition of 43,584 stock option shares was reported with a net payment calculated as the liquidation distribution less the option exercise price, leaving 0 options outstanding. The Form 4 was signed by an attorney-in-fact.

Positive

• Liquidation distribution of $5.35 per share provided cash to shareholders
• Transaction appears orderly and tied to issuer dissolution rather than opportunistic insider trading

Negative

• Cancellation of 5,779,071 common shares indicates the issuer underwent dissolution
• Reporting person now holds 0 shares and 0 options, removing insider equity alignment

Insights

Corporate Governance Expert

TL;DR: The filing documents an orderly dissolution with a shareholder liquidation payout; insider ownership is eliminated.

The Form 4 explicitly records the cancellation of 5,779,071 common shares and a liquidation distribution of $5.35 per share, consistent with corporate dissolution mechanics. From a governance perspective, the transaction appears administrative and executed under a liquidation plan rather than an opportunistic sale. The reporting person, a director, now holds no direct equity, removing potential future insider signals or governance influence through share ownership.

Securities Analyst

TL;DR: Material corporate wind-up activity: shares cancelled and shareholders received $5.35 each; insider holdings reduced to zero.

The report shows a full cancellation of common stock and related option settlements yielding cash proceeds to the reporting person at $5.35 per share. This is a definitive liquidity event for holders rather than market-driven trading. The elimination of outstanding common shares and options for this reporting person is quantitatively clear: 5,779,071 shares and 43,584 option-derived shares disposed, resulting in zero post-transaction holdings disclosed on the Form 4.

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^*

Bonita David 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
Common Stock	08/11/2025		J(1)		5,779,071	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)			43,584	(3)	(3)	Common Stock	43,584	$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 the Form 4 for Third Harmonic Bio (THRD) report?

The Form 4 reports the cancellation of 5,779,071 common shares and receipt of a $5.35 per-share liquidation distribution by the reporting person.

How many shares does Bonita David P own after the reported transaction?

Following the reported transactions on 08/11/2025, the reporting person beneficially owns 0 common shares.

Were any stock options affected in the filing?

Yes. The filing shows disposition related to 43,584 stock option shares with the net payment equal to $5.35 per share less the option exercise price, leaving 0 options outstanding.

Does this Form 4 indicate why the shares were cancelled?

The filing states the cancellation occurred in connection with the dissolution of the issuer and records a liquidation distribution; no other reasons are provided in the document.