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)
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2. Issuer Name and Ticker or Trading Symbol
Adaptimmune Therapeutics PLC [ ADAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2023 | ||||||||||||||||||||||||||
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 | ||||||
American Depositary Shares representing Ordinary Shares(1) | 06/01/2023 | A(2)(3) | 200,646 | A | (2)(3) | 200,646 | I | See Footnote(4) | ||
American Depositary Shares representing Ordinary Shares(1) | 06/01/2023 | A(2)(5) | 200,647 | A | (3)(5) | 200,647 | I | See Footnote(6) | ||
American Depositary Shares representing Ordinary Shares(1) | 06/01/2023 | A(2)(7) | 209,931 | A | (3)(7) | 209,931 | 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. Each American Depositary Share of the Issuer (each, an "ADS") represents six ordinary shares of the Issuer (each, an "Ordinary Share"), nominal value GBP 0.001 per Ordinary Share, of the Issuer. |
2. Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 5, 2023, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 5, 2023 (the "Merger Agreement"), by and among the Issuer, CM Merger Sub, Inc. ("Merger Sub") and TCR2 Therapeutics, Inc. ("TCRR"), among other things, Merger Sub will be merged with and into TCRR (the "Merger") with TCRR surviving the Merger as a wholly-owned subsidiary of the Issuer. At the effective time of the Merger, each share of TCRR common stock was cancelled and converted into the right to receive 1.5117 ADSs (the "ADS Exchange Ratio"), rounded down to the nearest whole ADS. On May 31, 2023, the last trading day before the effective time of the Merger, the closing price of shares of TCRR common stock was $1.48 per share, and the closing price of the Issuer's ADSs was $1.02 per share. |
3. Received 200,646 ADSs, representing 1,203,876 Ordinary Shares in exchange for 132,729 shares of TCRR common stock in connection with the Merger and pursuant to the terms of the Merger Agreement. |
4. ADSs held by the Garry E. Menzel Revocable Trust of 2022, under Indenture of Trust dated April 5, 2022 (the "Menzel Trust"). The Reporting Person is the trustee of the Menzel Trust, and as such the Reporting Person may be deemed to beneficially own such securities. The Reporting Person and members of his immediate family are the sole beneficiaries of the Menzel Trust. |
5. Received 200,647 ADSs, representing 1,203,882 Ordinary Shares in exchange for 132,730 shares of TCRR common stock in connection with the Merger and pursuant to the terms of the Merger Agreement. |
6. ADSs held by the Mary E. Henshall Revocable Trust of 2022, under Indenture of Trust dated April 5, 2022 (the "Henshall Trust"). The Reporting Person's spouse is the trustee of the Henshall Trust, and as such the Reporting Person may be deemed to beneficially own such securities. The Reporting Person and members of his immediate family are the sole beneficiaries of the Henshall Trust. |
7. Received 209,931 ADSs, representing 1,259,586 Ordinary Shares of the Issuer in exchange for 138,871 shares of TCRR common stock in connection with the Merger and pursuant to the terms of the Merger Agreement. |
/s/ Garry E Menzel** | 06/01/2023 | |
** 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. |