Adrian M Jones Form 4 T2 Biosystems / Adrian M Jones ownership change

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^*

Jones Adrian M

(Last) (First) (Middle)

C/O GOLDMAN SACHS & CO. LLC

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
T2 Biosystems, Inc. [ TTOO ]

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)
01/02/2020

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	01/02/2020		A		34,188	A	$0	4,270,641	I	See footnotes(1)(2)(3)(4)(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
Non-Qualified Stock Option (Right to Buy)	$8.92							(4)	03/09/2026	Common Stock	66,176		66,176	I	See footnotes(1)(4)
Stock Option (Right to Buy)	$1.54							(5)	06/07/2029	Common Stock	22,000		22,000	I	See footnotes(1)(5)

Explanation of Responses:

1. The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.

2. The 34,188 shares of common stock, par value $0.001 per share (the "Common Stock"), were granted pursuant to T2 Biosystems, Inc.'s (the "Company") Amended and Restated 2014 Incentive Award Plan under the Company's Non-Employee Director Compensation Program (the "Plan"), consisting of 34,188 restricted stock units granted to the Reporting Person in his capacity as a director of the Company. The grant of 34,188 restricted stock units shall become fully vested on January 2, 2021, subject to the Reporting Person continuing in service on the Company's board of directors through such vesting date. Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. The Reporting Person has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.

3. GS Group may be deemed to beneficially own 4,270,641 shares of common stock by reason of 34,188 restricted stock units that were granted to the Reporting Person pursuant to the Plan. GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 4,157,240 shares of common stock of the Company by reason of the direct beneficial ownership of common stock by certain investment entities (the "GS Funds") because GS Group, or affiliates of GS Group and Goldman Sachs, are the general partner, managing general partner, managing partner, managing member or member of each of the GS Funds. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 29,216 shares of common stock.

4. The options to purchase 66,176 shares of common stock of the Company were granted to the Reporting Person in his capacity as a director of the Company pursuant to the Plan. The options vested on March 9, 2019. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

5. The options to purchase 22,000 shares of common stock of the Company were granted to the Reporting Person, pursuant to Plan on June 7, 2019 in his capacity as a director of the Company. The options vest and become exercisable in twelve substantially equal monthly installments commencing on June 7, 2019.The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

Remarks:

	/s/ Jamison Yardley, Attorney-in-fact	01/06/2020
	** 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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