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 T2 Biosystems, Inc. [ TTOO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2015 | ||||||||||||||||||||||||||
| 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 | 12/09/2015 | P | 700,000(3) | A | $9.75 | 4,157,240(4)(5) | I | See footnotes(1)(2)(3)(4)(5)(6) | ||
| 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. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), MBD 2013, L.P. ("MBD"), MBD 2013 Offshore, L.P. ("MBD Offshore"), MBD 2013 Holdings, L.P. ("MBD Holdings"), Broad Street Principal Investments, L.L.C. ("Broad Street"), Bridge Street 2013, L.P. ("Bridge Street"), Bridge Street 2013 Offshore, L.P. ("Bridge Street Offshore"), and Bridge Street 2013 Holdings, L.P. ("Bridge Street Holdings" and, together with MBD, MBD Offshore, MBD Holdings, Broad Street, Bridge Street, and Bridge Street Offshore, the "GS Funds"), MBD Advisors, L.L.C. ("MBD Advisors") and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street Advisors" and, together with GS Group, Goldman Sachs, the GS Funds and MBD Advisors, the "Reporting Persons"). |
| 2. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. |
| 3. In connection with the closing of a follow-on public offering (the "Offering") of Common Stock, par value $0.001 per share (the "Common Stock") of T2 Biosystems, Inc. (the "Company"), which occurred on December 9, 2015, certain of the GS Funds purchased an aggregate of 700,000 shares of the Common Stock, at the Offering price of $9.75. Specifically, Broad Street purchased 588,000 shares of Common Stock, Bridge Street Holdings purchased 86,800 shares of Common Stock and MBD Holdings purchased 25,200 shares of Common Stock. |
| 4. GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 4,157,240 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by certain of 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 is a wholly owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Funds. |
| 5. Broad Street beneficially owns directly 3,492,083 shares of Common Stock. Bridge Street Holdings beneficially owns directly 515,497 shares of Common Stock. Bridge Street, Bridge Street Offshore and Bridge Street Advisors may each be deemed to beneficially own indirectly 515,497 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Bridge Street Holdings. MBD Holdings beneficially owns directly 149,660 shares of Common Stock. MBD, MBD Offshore and MBD Advisors may each be deemed to beneficially own indirectly 149,660 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by MBD Holdings. |
| 6. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. |
| Remarks: |
| /s/ Yvette Kosic, Attorney-in-fact | 12/11/2015 | |
| ** 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. | ||