Sanofi - Sep 14, 2021 Form 4 Insider Report for Translate Bio, Inc. (TBIO)

Role
10%+ Owner
Signature
/s/ Alexandra Roger, as Head of Securities Law and Capital Markets of Sanofi
Stock symbol
TBIO
Transactions as of
Sep 14, 2021
Transactions value $
$2,735,376,686
Form type
4
Date filed
9/14/2021, 09:59 AM
Previous filing
Aug 2, 2021
Next filing
Aug 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TBIO Common Stock, par value $0.001 per share Purchase $1.96B +51.5M +1396.89% $38.00 55.2M Sep 14, 2021 Direct F1
transaction TBIO Common Stock, par value $0.001 per share Purchase $780M +20.5M +37.2% $38.00 75.7M Sep 14, 2021 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Common Stock, par value $0.001 per share (the "Shares"), of Translate Bio, Inc. ("Translate Bio") acquired by Sanofi and its wholly-owned subsidiaries pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of August 2, 2021 (the "Merger Agreement"), by and among Sanofi, Vector Merger Sub, Inc., an indirect, wholly owned subsidiary of Sanofi ("Merger Sub"), and Translate Bio (such tender offer, the "Offer"). Prior to the Offer, Sanofi beneficially owned 3,684,434 Shares (approximately 4.87%).
F2 Reflects all of the outstanding Shares not tendered in the Offer and not owned by Sanofi or its wholly-owned subsidiaries prior to the Offer, which may be deemed to have been acquired pursuant to the consummation of the Merger (as defined below). Pursuant to the Merger, Sanofi now beneficially owns all outstanding Shares.
F3 Following the consummation of the Offer, Merger Sub was merged with and into Translate Bio, and Translate Bio survived the Merger as an indirect, wholly-owned subsidiary of Sanofi pursuant to a "back-end merger" under Delaware law (the "Merger"). Prior to the Merger, Sanofi indirectly held 100 shares of Merger Sub, which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, all of the shares of Merger Sub were converted into 71,983,597 shares of Translate Bio stock.