SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Longitude Capital Partners III, LLC (Last) (First) (Middle) C/O LONGITUDE CAPITAL PARTNERS III, LLC 2740 SAND HILL ROAD, 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/06/2021	3. Issuer Name and Ticker or Trading Symbol Talaris Therapeutics, Inc. [ TALS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	1,308,410	(1)	I	By Longitude Venture Partners III, L.P.(2)
Series A-1 Preferred Stock	(1)	(1)	Common Stock	1,271,027	(1)	I	By Longitude Venture Partners III, L.P.(2)
Series B Preferred Stock	(1)	(1)	Common Stock	406,338	(1)	I	By Longitude Venture Partners III, L.P.(2)

1. Name and Address of Reporting Person* Longitude Capital Partners III, LLC (Last) (First) (Middle) C/O LONGITUDE CAPITAL PARTNERS III, LLC 2740 SAND HILL ROAD, 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Longitude Venture Partners III, L.P. (Last) (First) (Middle) 2740 SAND HILL ROAD, 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* ENRIGHT PATRICK G (Last) (First) (Middle) 2740 SAND HILL ROAD, 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Tammenoms Bakker Juliet (Last) (First) (Middle) 2740 SAND HILL ROAD, 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Series A-1 Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Series B Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock have no expiration date.

2. These shares are held by Longitude Venture Partners III, L.P ("LVP III"). Longitude Capital Partners III, LLC ("LCP III") is the general partner of LVP III and may be deemed to have voting and investment power over the shares held by LVP III. Patrick G. Enright and Juliet Tammenoms Bakker are managing members of LCP III and may be deemed to share voting and investment power with respect to the shares held by LVP III. Each of LCP III, Mr. Enright and Ms. Tammenoms Bakker disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Patrick G. Enright individually, and as Managing Member of Longitude Capital Partners III, LLC and as Managing Member of Longitude Capital Partners III, LLC, General Partner of Longitude Venture Partners III, L.P.	05/06/2021
	/s/ Juliet Tammenoms Bakker	05/06/2021
	** 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 5 (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).
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                           LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Scott Requadt, Mary Kay
Fenton, Sarah Ashfaq and Gabriela Morales-Rivera, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned from time to time
the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form
ID, including any attached documents (such as Update Passphrase Authentication),
to effect the assignment of codes to the undersigned to be used in the
transmission of information to the SEC using the EDGAR System; (ii) Form 3,
Initial Statement of Beneficial Ownership of Securities, including any attached
documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of
Securities, including any attached documents; (iv) Form 5, Annual Statement of
Beneficial Ownership of Securities in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each
thereof, in accordance with the Securities Exchange Act of 1934, as amended, and
the rules thereunder, including any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file
such form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of May 6, 2021.

                                        Longitude Capital Partners III, LLC

                                        /s/ Patrick Enright
                                        ----------------------------
                                        Name: Patrick Enright
                                        Title: Managing Member


                                        Longitude Venture Partners III, L.P.

                                        /s/ Patrick Enright
                                        ----------------------------
                                        Name: Patrick Enright
                                        Title: Managing Member

                                        /s/ Patrick Enright
                                        ----------------------------
                                        Patrick Enright

                                        /s/ Juliet Tammenoms Bakker
                                        ----------------------------
                                        Juliet Tammenoms Bakker