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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 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*
HALL WALLACE L JR
(Last) (First) (Middle)
C/O TVARDI THERAPEUTICS, INC.
3 SUGAR CREEK CTR BLVD, STE 525
(Street)
SUGAR LAND TX 77478
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tvardi Therapeutics, Inc. [ TVRD ] 		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)
04/15/2025
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 04/15/2025 J(1)(2) 44,712 A (1)(2) 44,712 I Firepit Partners, LP(3)
Common Stock 04/15/2025 J(2)(4) 202,044 A (1)(2) 202,044 I BioMatrix Partners Ltd.(5)
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
Explanation of Responses:
1. Received in exchange for 250,000 shares of Series A Preferred Stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") pursuant to Agreement and Plan of Merger and Reorganization by and among, the Issuer, CT Convergence Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub") and Legacy Tvardi, as amended (the "Merger Agreement") and 11,183 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $250,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes.
2. Under the terms of the Merger Agreement, on April 15, 2025, Merger Sub merged with and into Legacy Tvardi (the "Merger"), with Legacy Tvardi surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Legacy Tvardi stock was converted into the right to receive 0.1341 of shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc.
3. The Reporting Person is a general partner of Firepit Partners, LP ("Firepit") and may be deemed to share voting and dispositive power of the shares held by Firepit but disclaims beneficial ownership of the shares held by such entity except to any pecuniary interest therein.
4. Received in exchange for 1,000,000 shares of Series A Preferred Stock and 173,448 Series B Preferred Stock of Legacy Tvardi pursuant to the Merger Agreement and 44,665 shares of common stock of Issuer issuable upon exchange of convertible notes of Tvardi in the principal amount of $1,000,000 plus accrued and unpaid interest, pursuant to the Merger Agreement and the terms of the convertible notes.
5. The Reporting Person is a general partner of BioMatrix Partners Ltd. ("BioMartix") and may be deemed to share voting and dispositive power of the shares held by Biomatrix but disclaims beneficial ownership of the shares held by such entity except to any pecuniary interest therein.
/s/ Dan Conn, Attorney-in-Fact 04/17/2025
** 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).
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