| 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 if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Translate Bio, Inc. [ TBIO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/14/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.001 per share | 09/14/2021 | P | 51,467,612(1) | A | $38 | 55,152,046 | D | |||
| Common Stock, par value $0.001 per share | 09/14/2021 | P | 20,515,985(2) | A | $38 | 75,668,031(3) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. Shares of Common Stock, par value $0.001 per share (the "Shares"), of Translate Bio, Inc. ("Translate Bio") acquired by Sanofi and its wholly-owned subsidiaries pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of August 2, 2021 (the "Merger Agreement"), by and among Sanofi, Vector Merger Sub, Inc., an indirect, wholly owned subsidiary of Sanofi ("Merger Sub"), and Translate Bio (such tender offer, the "Offer"). Prior to the Offer, Sanofi beneficially owned 3,684,434 Shares (approximately 4.87%). |
| 2. Reflects all of the outstanding Shares not tendered in the Offer and not owned by Sanofi or its wholly-owned subsidiaries prior to the Offer, which may be deemed to have been acquired pursuant to the consummation of the Merger (as defined below). Pursuant to the Merger, Sanofi now beneficially owns all outstanding Shares. |
| 3. Following the consummation of the Offer, Merger Sub was merged with and into Translate Bio, and Translate Bio survived the Merger as an indirect, wholly-owned subsidiary of Sanofi pursuant to a "back-end merger" under Delaware law (the "Merger"). Prior to the Merger, Sanofi indirectly held 100 shares of Merger Sub, which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, all of the shares of Merger Sub were converted into 71,983,597 shares of Translate Bio stock. |
| Remarks: |
| /s/ Alexandra Roger, as Head of Securities Law and Capital Markets of Sanofi | 09/14/2021 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
