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TCRR TCR2 Therapeutics Inc

1.48
0.00 (0.00%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
TCR2 Therapeutics Inc NASDAQ:TCRR NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.48 1.55 1.38 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

05/06/2023 9:38pm

Edgar (US Regulatory)


FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

UBS Oncology Impact Fund L.P.
2. Issuer Name and Ticker or Trading Symbol

TCR2 THERAPEUTICS INC. [ TCRR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MPM CAPITAL, 399 BOYLSTON STREET, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YYYY)

6/1/2023
(Street)

BOSTON, MA 02116
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/1/2023  J(1)  3370982 D$0.00 (2)0 D (3)(4) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of March 5, 2023, by and among TCR2 Therapeutics Inc. (the "Company"), Adaptimmune Therapeutics plc ("Parent") and CM Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub"), as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated April 5, 2023, by and among the Company, Parent and Merger Sub (the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Company (the "Merger") with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent effective as of June 1, 2023 (the "Effective Time").
(2) At the Effective Time, each issued and outstanding share of common stock of the Company (each, a "Share") (excluding any Shares held in treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time) was cancelled and converted into the right to receive 1.5117 (the "Exchange Ratio") American Depositary Shares of Parent ("Parent ADS") representing six ordinary shares of Parent ("Parent Ordinary Shares").
(3) The reported securities were held in the account of UBS Oncology Impact Fund L.P. ("UBS Oncology"). BioImpact Capital LLC ("BioImpact") is the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is the managing partner of BioImpact.
(4) The Reporting Persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
UBS Oncology Impact Fund L.P.
C/O MPM CAPITAL
399 BOYLSTON STREET, SUITE 1100
BOSTON, MA 02116

X

Oncology Impact Fund (Cayman) Management L.P.
C/O MPM CAPITAL
399 BOYLSTON STREET, SUITE 1100
BOSTON, MA 02116

X

BioImpact Capital LLC
C/O MPM CAPITAL
399 BOYLSTON STREET, SUITE 1100
BOSTON, MA 02116

X


Signatures
/s/ Ansbert Gadicke, managing partner of BioImpact LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P.6/5/2023
**Signature of Reporting PersonDate

/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P.6/5/2023
**Signature of Reporting PersonDate

/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC6/5/2023
**Signature of Reporting PersonDate


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 control number.

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