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
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) 11/17/2022 | ||||||||||||||||||||||||||
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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 | 9,693 | D | ||||||||
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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 | ||||||||
| Stock Option (right to buy) | $14.81 | 11/17/2022 | D | 16,398 | (1) | 10/11/2029 | Common Stock | 16,398 | $0.00(2) | 0 | D | ||||
| Restricted Stock Unit (right to buy) | (3) | 11/17/2022 | A | 5,466 | (4) | (4) | Common Stock | 5,466 | $0.00(2) | 5,466 | D | ||||
| Stock Option (right to buy) | $14.81 | 11/17/2022 | D | 176,850 | (1) | 10/11/2029 | Common Stock | 176,850 | $0.00(5) | 0 | D | ||||
| Restricted Stock Unit (right to buy) | (3) | 11/17/2022 | A | 58,950 | (4) | (4) | Common Stock | 58,950 | $0.00(5) | 58,950 | D | ||||
| Stock Option (right to buy) | $16.1 | 11/17/2022 | D | 3,791 | (6) | 12/18/2029 | Common Stock | 3,791 | $0.00(7) | 0 | D | ||||
| Restricted Stock Unit (right to buy) | (3) | 11/17/2022 | A | 1,264 | (8) | (8) | Common Stock | 1,264 | $0.00(7) | 1,264 | D | ||||
| Stock Option (right to buy) | $16.1 | 11/17/2022 | D | 7,876 | (6) | 12/18/2029 | Common Stock | 7,876 | $0.00(9) | 0 | D | ||||
| Restricted Stock Unit (right to buy) | (3) | 11/17/2022 | A | 2,626 | (8) | (8) | Common Stock | 2,626 | $0.00(9) | 2,626 | D | ||||
| Stock Option (right to buy) | $31.83 | 11/17/2022 | D | 4,414 | (10) | 12/09/2030 | Common Stock | 4,414 | $0.00(11) | 0 | D | ||||
| Restricted Stock Unit (right to buy) | (3) | 11/17/2022 | A | 803 | (12) | (12) | Common Stock | 803 | $0.00(11) | 803 | D | ||||
| Stock Option (right to buy) | $31.83 | 11/17/2022 | D | 62,586 | (10) | 12/09/2030 | Common Stock | 62,586 | $0.00(13) | 0 | D | ||||
| Restricted Stock Unit (right to buy) | (3) | 11/17/2022 | A | 11,380 | (12) | (12) | Common Stock | 11,380 | $0.00(13) | 11,380 | D | ||||
| Explanation of Responses: |
| 1. This cancelled option vested 25% on October 10, 2020 with the remaining 75% vesting in 36 substantially equal monthly installments thereafter. |
| 2. On November 17, 2022, the issuer canceled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on October 10, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 5,466. |
| 3. Each restricted stock unit represents a right to receive one share of the issuer's common stock at the time of vesting for no consideration. |
| 4. 79% of these restricted stock units will vest on December 1, 2022 and the remaining 21% will vest on December 1, 2023. |
| 5. On November 17, 2022, the issuer canceled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on October 10, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 58,950. |
| 6. This cancelled option vested 25% on January 1, 2021 and the remaining 75% vests in 36 substantially equal monthly installments thereafter. |
| 7. On November 17, 2022, the issuer canceled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 19, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 1,264. |
| 8. 73% of these restricted stock units will vest on December 1, 2022, 25% will vest on December 1, 2023 and the remaining 2% will vest on December 1, 2024. |
| 9. On November 17, 2022, the issuer cancelled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 19, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 2,626. |
| 10. This cancelled option vested 25% on January 1, 2022 and the remaining 75% vests in 36 substantially equal monthly installments thereafter. |
| 11. On November 17, 2022, the issuer cancelled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 10, 2020. In exchange for such stock option, the reporting person received restricted stock units in the amount of 803. |
| 12. 48% of these restricted stock units will vest on December 1, 2022, 25% will vest on December 1, 2023, 25% will vest on December 1, 2024 and the remaining 2% will vest on December 1, 2025. |
| 13. On November 17, 2022, the issuer cancelled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 10, 2020. In exchange for such stock option, the reporting person received restricted stock units in the amount of 11,380. |
| Remarks: |
| /s/ Margaret Siegel as Attorney-in-Fact | 11/18/2022 | |
| ** 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. | ||