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 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) 01/31/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Option to purchase Ordinary Shares | $0.45(1) | 01/31/2022 | A | 3,376,992 | (2) | 01/31/2032 | Ordinary Shares | 3,376,992 | $0 | 3,376,992 | D | ||||
| Option to purchase Ordinary Shares | $0.0013(3) | 01/31/2022 | A | 754,200 | (4) | (5) | Ordinary Shares | 754,200 | $0 | 754,200 | D | ||||
| Option to purchase Ordinary Shares | $0.0013(6) | 01/31/2022 | A | 335,184 | 07/31/2022 | 03/15/2023 | Ordinary Shares | 335,184 | $0 | 335,184 | D | ||||
| Explanation of Responses: |
| 1. The exercise price was converted from GBP0.33 based on an exchange rate of U.S.$1.34145 to GBP1.00. The actual exercise price will be the pounds sterling amount. |
| 2. Exercisable as to 844,248 Ordinary Shares on January 31, 2023 and will be exercisable as to the remainder in monthly installments of 70,350 Ordinary Shares on the last day of each month from February 28, 2023 through December 31, 2025 and 70,494 Ordinary Shares on January 31, 2026. |
| 3. The exercise price was converted from GBP0.001, being the nominal value of an ordinary share, based on an exchange rate of U.S.$1.34145 to GBP1.00. The actual exercise price will be the pounds sterling amount. |
| 4. Exercisable as to 188,550 Ordinary Shares on January 31, 2023 and will be exercisable as to the remainder in annual installments of 188,550 Ordinary Shares on the thirty-first of each January from January 31, 2024 through January 31, 2026. |
| 5. The expiration date of each annual installment of ordinary shares is March 15 of the calendar year following the year in which that installment becomes exercisable. |
| 6. The exercise price was converted from GBP0.001, being the nominal value of an ordinary share, based on an exchange rate of U.S.$1.34145 to GBP1.00. The actual exercise price will be the pounds sterling amount. |
| /s/ Cintia Piccina | 01/31/2022 | |
| ** 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. | ||