F2 - TPO Investments Form 4 TCR2 THERAPEUTICS / Morana Jovan-Embiricos 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^*

Jovan-Embiricos Morana

(Last) (First) (Middle)

C/O TCR2 THERAPEUTICS INC.

100 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TCR2 THERAPEUTICS INC. [ TCRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	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	02/19/2019		C		1,614,515	A	(1)	1,614,515	I	By Fund(2)
Common Stock	02/19/2019		C		193,742	A	(3)	193,742	I	By Fund(4)
Common Stock	02/19/2019		C		410,168	A	(3)	410,168	I	By Fund(5)
Common Stock	02/19/2019		C		282,540	A	(3)	282,540	I	By Fund(6)
Common Stock	02/19/2019		C		403,629	A	(3)	403,629	I	By Fund(7)
Common Stock	02/19/2019		P		200,000	A	$15	200,000	I	By Fund(8)
Common Stock	02/19/2019		P		166,667	A	$15	166,667	I	By Fund(9)
Common Stock	02/19/2019		P		166,667	A	$15	449,207	I	By Fund(6)
Common Stock	02/19/2019		P		133,333	A	$15	536,962	I	By Fund(7)

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
Series A Preferred Stock	(1)	02/19/2019		C			10,000,001	(1)	(1)	Common Stock	1,614,515	(1)	0	I	By Fund(2)
Series B Preferred Stock	(3)	02/19/2019		C			1,200,000	(3)	(3)	Common Stock	193,742	(3)	0	I	By Fund(4)
Series B Preferred Stock	(3)	02/19/2019		C			2,540,500	(3)	(3)	Common Stock	410,168	(3)	0	I	By Fund(5)
Series B Preferred Stock	(3)	02/19/2019		C			1,750,000	(3)	(3)	Common Stock	282,540	(3)	0	I	By Fund(6)
Series B Preferred Stock	(3)	02/19/2019		C			2,500,000	(3)	(3)	Common Stock	403,629	(3)	0	I	By Fund(7)

1. Name and Address of Reporting Person^*

Jovan-Embiricos Morana

(Last) (First) (Middle)

C/O TCR2 THERAPEUTICS INC.

100 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Globeways Holdings Ltd

(Last) (First) (Middle)

3RD FLOOR, GENEVE PLACE, WATERFRONT DR

PO BOX 3175, ROAD TOWN, TORTOLA, BVI

(Street)

CH-1205 GENEVA V8

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Globeways Holdings II Ltd

(Last) (First) (Middle)

3RD FLOOR, GENEVE PLACE, WATERFRONT DR

PO BOX 3175, ROAD TOWN TORTOLA, BVI

(Street)

CH-1205 GENEVA V8

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

F2 Capital I 2015 Ltd

(Last) (First) (Middle)

C/O LJ PARTNERSHIP, 8, RUE

SAINT-LEGER,

(Street)

GENEVA V8 CH-1205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

F2 Bioscience II 2017 Ltd

(Last) (First) (Middle)

C/O LJ PARTNERSHIP, 8, RUE

SAINT-LEGER,

(Street)

GENEVA V8 CH-1205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

F2 Captial I 2017 Ltd

(Last) (First) (Middle)

C/O LJ PARTNERSHIP, 8, RUE

SAINT-LEGER,

(Street)

GENEVA V8 CH-1205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

F2 MG Ltd

(Last) (First) (Middle)

C/O LJ PARTNERSHIP, 8, RUE

SAINT-LEGER,

(Street)

GENEVA V8 CH-1205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

F2 - TPO Investments LLC

(Last) (First) (Middle)

C/O LJ PARTNERSHIP, 8, RUE

SAINT-LEGER,

(Street)

GENEVA V8 CH-1205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

F2 BBG LLC

(Last) (First) (Middle)

C/O SINGER MCKEON INC, 8 WEST 38TH ST

SUITE 1001

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

F2 Capital I 2019, LLC

(Last) (First) (Middle)

C/O SINGER MCKEON INC, 8 WEST 38TH ST

SUITE 1001

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock converted into shares of the Issuer's common stock, par value $0.0001 ("Common Stock"), on a 6.1938:1 basis upon the closing of the Issuer's initial public offering.

2. The reported securities are owned directly by F2 Capital I 2015 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2015 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2015 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

3. Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a 6.1938:1 basis upon the closing of the Issuer's initial public offering..

4. The reported securities are owned directly by F2 Bioscience II 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Bioscience II 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience II 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

5. The reported securities are owned directly by F2 Capital I 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

6. The reported securities are owned directly by F2 MG Limited. Globeways Holdings Limited is the appointed manager of F2 MG Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

7. The reported securities are owned directly F2-TPO Investments, LLC. Globeways Holdings Limited is the appointed manager of F2-TPO Investments, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO Investments, LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

8. The reported securities are owned directly by F2 BBG LLC. Globeways Holdings II Limited is the appointed manager of F2 BBG LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 BBG LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings II Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

9. The reported securities are owned directly by F2 Capital I 2019, LLC. Globeways Holdings II Limited is the appointed manager of F2 Capital I 2019, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2019, LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings II Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Morana Jovan-Embiricos	02/21/2019
	/s/ Rachel Hingham and Ivan Bedford for Globeways Holdings Limited	02/21/2019
	/s/ Rachel Hingham and Ivan Bedford for Globeways Holdings II Limited	02/21/2019
	/s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2015 Limited	02/21/2019
	/s/ Rachel Hingham and Ivan Bedford for F2 Bioscience II 2017 Limited	02/21/2019
	/s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2017 Limited	02/21/2019
	/s/ Rachel Hingham and Ivan Bedford for F2 MG Limited	02/21/2019
	/s/ Rachel Hingham and Ivan Bedford for F2-TPO Investments, LLC	02/21/2019
	/s/ Rachel Hingham and Ivan Bedford for F2 BBG LLC	02/21/2019
	/s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2019, LLC	02/21/2019
	** Signature of Reporting Person	Date
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