X0206 3 2021-05-06 0 0001827506 Talaris Therapeutics, Inc. TALS 0001615352 Clarus Defined Exit I, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001619527 Clarus DE II, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001700720 Clarus IV-A, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001700719 Clarus IV-B, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001700718 Clarus IV-C, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001700717 Clarus IV-D, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001857754 Clarus Ventures DE GP, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001793305 Clarus IV GP L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001857665 Blackstone Clarus DE L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001793316 Blackstone Clarus GP L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Series A Convertible Preferred Stock Common Stock 4859812 I See Footnotes Series A-1 Convertible Preferred Stock Common Stock 690150 I See Footnotes Series A-1 Convertible Preferred Stock Common Stock 276060 I See Footnotes Series A-1 Convertible Preferred Stock Common Stock 557546 I See Footnotes Series A-1 Convertible Preferred Stock Common Stock 363433 I See Footnotes Series A-1 Convertible Preferred Stock Common Stock 670347 I See Footnotes Series A-1 Convertible Preferred Stock Common Stock 134047 I See Footnotes Series B Convertible Preferred Stock Common Stock 130236 I See Footnotes Series B Convertible Preferred Stock Common Stock 52094 I See Footnotes Series B Convertible Preferred Stock Common Stock 105213 I See Footnotes Series B Convertible Preferred Stock Common Stock 68582 I See Footnotes Series B Convertible Preferred Stock Common Stock 126499 I See Footnotes Series B Convertible Preferred Stock Common Stock 25296 I See Footnotes Each share of the Issuer's Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible at any time at the option of the holder and will automatically convert on a 1-for-5.35 basis into common stock of the Issuer upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date. Reflects securities held directly by Clarus Lifesciences III, L.P. Clarus Ventures III GP, L.P. is the general partner of Clarus Lifesciences III, L.P. Blackstone Clarus III L.L.C. is the general partner of Clarus Ventures III GP, L.P. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P. Reflects securities held directly by Clarus Defined Exit I, L.P. Reflects securities held directly by Clarus DE II, L.P. Reflects securities held directly by Clarus IV-A, L.P. Reflects securities held directly by Clarus IV-B, L.P. Reflects securities held directly by Clarus IV-C, L.P. Reflects securities held directly by Clarus IV-D, L.P. Clarus Ventures DE GP, L.P. is the general partner of each of Clarus Defined Exit I, L.P. and Clarus DE II, L.P. Blackstone Clarus DE L.L.C. is the general partner of Clarus Ventures DE GP, L.P. The sole member of Blackstone Clarus DE L.L.C. is Blackstone Holdings II L.P. Clarus IV GP, L.P. is the general partner of each of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P. and Clarus IV-D, L.P. Blackstone Clarus GP L.P. is the general partner of Clarus IV GP, L.P. Blackstone Clarus GP L.L.C. is the general partner of Blackstone Clarus GP L.P. The sole member of Blackstone Clarus GP L.L.C. is Blackstone Holdings I L.P. The general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Series II preferred stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. CLARUS DEFINED EXIT I, L.P., By: Clarus Ventures DE GP, L.P., its GP, By: Blackstone Clarus DE L.L.C., its GP, By: Blackstone Holdings II L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, Senior Managing Director 2021-05-06 CLARUS DE II, L.P., By: Clarus Ventures DE GP, L.P., its GP, By: Blackstone Clarus DE L.L.C., its GP, By: Blackstone Holdings II L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, Senior Managing Director 2021-05-06 CLARUS IV-A, L.P., By: Clarus IV GP, L.P., its GP, By: Blackstone Clarus GP L.P., its GP, By: Blackstone Clarus GP L.L.C., its GP, By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, SMD 2021-05-06 CLARUS IV-B, L.P., By: Clarus IV GP, L.P., its GP, By: Blackstone Clarus GP L.P., its GP, By: Blackstone Clarus GP L.L.C., its GP, By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, SMD 2021-05-06 CLARUS IV-C, L.P., By: Clarus IV GP, L.P., its GP, By: Blackstone Clarus GP L.P., its GP, By: Blackstone Clarus GP L.L.C., its GP, By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, SMD 2021-05-06 CLARUS IV-D, L.P., By: Clarus IV GP, L.P., its GP, By: Blackstone Clarus GP L.P., its GP, By: Blackstone Clarus GP L.L.C., its GP, By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, SMD 2021-05-06 CLARUS VENTURES DE GP, L.P., By: Blackstone Clarus DE L.L.C., its GP, By: Blackstone Holdings II L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 2021-05-06 BLACKSTONE CLARUS DE L.L.C., By: Blackstone Holdings II L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 2021-05-06 CLARUS IV GP, L.P., By: Blackstone Clarus GP L.P., its GP, By: Blackstone Clarus GP L.L.C., its GP, By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, SMD 2021-05-06 BLACKSTONE CLARUS GP L.L.C., By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, Senior Managing Director 2021-05-06