Dinsmore Christopher Form 4 Filed 2025-01-17

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Dinsmore Christopher

2. Issuer Name and Ticker or Trading Symbol
Third Harmonic Bio, Inc. [THRD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Scientific Officer

(Last)

(First)

(Middle)

C/O THIRD HARMONIC BIO, INC., 1700 MONTGOMERY STREET, SUITE 210

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2025

(Street)

SAN FRANCISCO, CA 94111

(City)

(State)

(Zip)

4. If Amendment, Date 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

01/15/2025

A⁽¹⁾

116,000

⁽²⁾

01/14/2035

Common Stock

116,000

$ 0

116,000

Restricted Stock Unit

⁽³⁾

01/15/2025

A⁽¹⁾

14,500

⁽⁴⁾

Common Stock

14,500

$ 0

14,500

Explanation of Responses:

1.	The equity awards of the Reporting Person in this Form 4 were approved on December 17, 2024 by the board of directors as part of the annual refresh equity grant process of the registrant with an effective grant date of January 15, 2025.
2.	The option vests over a four-year period: 2.0833% shall vest on February 15, 2025, after which 2.0833% of the total shares vest monthly, subject to contioued service through each vestiog date.
3.	Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
4.	The RSU vests over a four-year period: 1/4 on Febuary 15, 2026, after which 1/4 of the total shares vest annually, subject to contioued service through each vestiog date.

	Signatures
	/s/ Natalie Holles, Attorney-in-Fact	01/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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