| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/02/2021 | 3. Issuer Name and Ticker or Trading Symbol Translate Bio, Inc. [ TBIO ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,684,434 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: |
| In connection with an Agreement and Plan of Merger, dated as of August 2, 2021, by and among Sanofi, Vector Merger Sub, Inc., an indirect wholly owned subsidiary of Sanofi, and Translate Bio, Inc. (the "Issuer"), Sanofi entered into Tender and Support Agreements dated as of August 2, 2021 ("Tender and Support Agreements"), with certain stockholders of the Issuer (the "Supporting Stockholders"). As of August 2, 2021, the Reporting Person and the Supporting Stockholders collectively beneficially owned more than 10% of the outstanding shares of common stock of the Issuer. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any shares beneficially owned by the Supporting Stockholders for purposes of Section 13(d) or Section 16 of the Exchange Act or for any other purpose, and the Reporting Person expressly disclaims beneficial ownership of such shares. The Reporting Person hereby disclaims that it is a member of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with the Supporting Stockholders. Copies of the Tender and Support Agreements were filed as exhibits by the Issuer to its Form 8-K filed with the SEC on August 3, 2021. |
| /s/ Alexandra Roger, as Head of Securities Law and Capital Markets of Sanofi | 08/12/2021 | |
| ** 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 5 (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. | ||
