SEC 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
 
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1. Name and Address of Reporting Person*
McNamara Peter

(Last) (First) (Middle)
C/O TECTONIC THERAPEUTIC, INC.
490 ARSENAL WAY, SUITE 210

(Street)
WATERTOWN MA 02472

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tectonic Therapeutic, Inc. [ TECX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
Chief Scientific Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 06/20/2024 A 10,688 A (1) 10,688 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
Employee Stock Option (Right to Buy) $2.38(2) 06/20/2024 A 37,959(2) (3) 06/27/2031 Common Stock 37,959(2) (2)(4) 37,959 D
Employee Stock Option (Right to Buy) $2.98(2) 06/20/2024 A 32,065(2) (5) 06/26/2032 Common Stock 32,065(2) (2)(6) 32,065 D
Employee Stock Option (Right to Buy) $5.38(2) 06/20/2024 A 18,704(2) (7) 11/30/2033 Common Stock 18,704(2) (2)(8) 18,704 D
Employee Stock Option (Right to Buy) $16.8 06/20/2024 A 77,000 (9) 06/19/2034 Common Stock 77,000 $0 77,000 D
Explanation of Responses:
1. Received in exchange for 20,000 shares of common stock of Tectonic Therapeutic, Inc., a Delaware corporation ("Tectonic"), pursuant to an Agreement and Plan of Merger dated as of January 30, 2024 (the "Merger Agreement") by and among AVROBIO, Inc., a Delaware corporation ("AVROBIO"), Tectonic and Alpine Merger Subsidiary, Inc., a direct, wholly owned subsidiary of AVROBIO (the "Merger Sub"). Under the terms of the Merger Agreement, on June 20, 2024, Merger Sub merged with and into Tectonic (the "Merger"), with Tectonic surviving the Merger as a wholly owned subsidiary of AVROBIO. Upon the closing of the Merger, each share of Tectonic common stock was converted into the right to receive 0.534419990 shares of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 1-for-12. Subsequent to the Merger, the name of the Issuer was changed from AVROBIO, Inc. to Tectonic Therapeutic, Inc.
2. Upon the closing of the Merger, each outstanding option to purchase shares of Tectonic common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable to such Tectonic stock option prior to the Merger, as adjusted for the exchange ratio and the reverse stock split.
3. 25,796 of the shares subject to the option are immediately exercisable. The remainder of the shares subject to the option vest in 12 equal monthly installments beginning on July 1, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
4. Received in exchange for a stock option to acquire 71,029 shares of Tectonic common stock pursuant to the Merger Agreement.
5. The shares subject to the option vest in 48 equal monthly installments beginning on June 27, 2022, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
6. Received in exchange for a stock option to acquire 60,000 shares of Tectonic common stock pursuant to the Merger Agreement.
7. The shares subject to the option vest in 48 equal monthly installments beginning on December 1, 2023, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
8. Received in exchange for a stock option to acquire 35,000 shares of Tectonic common stock pursuant to the Merger Agreement.
9. The shares subject to the option vest as to 25% of the shares on June 20, 2025 with the remainder vesting in the following 36 equal monthly installments, subject to the Reporting Person's continued service on each such vesting date.
/s/ Daniel Lochner, Attorney-in-Fact 06/24/2024
** 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).
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