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 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 TCR2 THERAPEUTICS INC. [ TCRR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/19/2019 | ||||||||||||||||||||||||||
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 | 02/19/2019 | C | 2,825,396 | A | (1) | 3,021,298 | I | See Footnote(2)(3) | ||
Common Stock | 02/19/2019 | C | 322,901 | A | (1) | 3,344,199 | I | See Footnote(2)(4) | ||
Common Stock | 02/19/2019 | P | 706,666 | A | $15 | 4,050,865 | I | See Footnote(2)(5) |
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 | ||||||||
Series A Preferred Stock | (1) | 02/19/2019 | C | 17,500,000 | (1) | (1) | Common Stock | 2,825,396 | $0.00 | 0 | I | See Footnote(6) | |||
Series B Preferred Stock | (1) | 02/19/2019 | C | 2,000,000 | (1) | (1) | Common Stock | 322,901 | $0.00 | 0 | I | See Footnote(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. All shares of Series A Preferred Stock and Series B Preferred Stock automatically converted into the number of shares of the Issuer's common stock on a 6.1938:1 basis, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
2. The Reporting Persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. |
3. The shares are held as follows: 2,195,681 by MPM BioVentures 2014, L.P. ("BV 2014"), 146,447 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 79,644 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 195,902 by MPM Asset Management LLC ("AM LLC"), 351,155 by MPM SunStates Fund, L.P. ("MPM SunStates") and 52,469 by MPM Asset Management Investors Sunstates Fund LLC ("AM SunStates"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). MPM SunStates Fund GP LLC and MPM SunStates GP Managing Member LLC ("SunStates GP") are the direct and indirect general partners of MPM SunStates. Luke Evnin, Ansbert Gadicke and Todd Foley are the managing directors of BV LLC, Ansbert Gadicke is a member of SunStates GP and Luke Evnin and Anbsert Gadicke are the members of AM LLC. |
4. The shares are held as follows: 2,451,844 by BV 2014, 163,532 by BV 2014(B), 88,935 by AM BV2014, 195,902 by AM LLC, 386,270 by MPM SunStates and 57,716 by AM SunStates. |
5. The shares are held as follows: 3,056,272 by BV 2014, 203,846 by BV 2014(B), 110,859 by AM BV2014, 195,902 by AM LLC, 421,070 by MPM SunStates and 62,916 by AM SunStates. |
6. No securities held by the Reporting Persons. |
Remarks: |
See Form 4 for MPM SunStates Fund, L.P for additional members of this joint filing. |
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014, L.P. | 02/21/2019 | |
/s/ Todd Foley | 02/21/2019 | |
/s/ Luke Evnin | 02/21/2019 | |
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014 (B), L.P. | 02/21/2019 | |
/s/ Howard Rubin, director of MPM Asset Management Investors BV2014 LLC | 02/21/2019 | |
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC | 02/21/2019 | |
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC | 02/21/2019 | |
/s/ Ansbert Gadicke, member of MPM Asset Management LLC | 02/21/2019 | |
** 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. |