E. Garry Menzel - Jun 1, 2023 Form 4 Insider Report for TCR2 THERAPEUTICS INC. (TCRR)

Role: President and CEO, Director
Signature: /s/ Margaret Siegel as Attorney-in-Fact
Stock symbol: TCRR
Transactions as of: Jun 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/1/2023, 04:22 PM
Previous filing: May 17, 2023
Next filing: Jun 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TCRR	Common Stock	Disposed to Issuer		-133K	-100%		0	Jun 1, 2023	See Footnote	F1, F2, F3
transaction	TCRR	Common Stock	Disposed to Issuer		-133K	-100%		0	Jun 1, 2023	See Footnote	F1, F2, F4
transaction	TCRR	Common Stock	Disposed to Issuer		-139K	-100%		0	Jun 1, 2023	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TCRR	Stock Option (Right to Buy)	Disposed to Issuer	$0	-138K	-100%	$0.00^*	0	Jun 1, 2023	Common Stock	138K	$0.74	Direct	F1, F5
transaction	TCRR	Stock Option (Right to Buy)	Disposed to Issuer	$0	-433K	-100%	$0.00^*	0	Jun 1, 2023	Common Stock	433K	$5.88	Direct	F1, F5
transaction	TCRR	Stock Option (Right to Buy)	Disposed to Issuer	$0	-306K	-100%	$0.00^*	0	Jun 1, 2023	Common Stock	306K	$5.21	Direct	F1, F5
transaction	TCRR	Stock Option (Right to Buy)	Disposed to Issuer	$0	-238K	-100%	$0.00^*	0	Jun 1, 2023	Common Stock	238K	$0.97	Direct	F1, F5
transaction	TCRR	Restricted Stock Unit	Disposed to Issuer	$0	-3.24K	-100%	$0.00^*	0	Jun 1, 2023	Common Stock	3.24K		Direct	F1, F6, F7
transaction	TCRR	Restricted Stock Unit	Disposed to Issuer	$0	-15.1K	-100%	$0.00^*	0	Jun 1, 2023	Common Stock	15.1K		Direct	F1, F6, F7
transaction	TCRR	Restricted Stock Unit	Disposed to Issuer	$0	-23.2K	-100%	$0.00^*	0	Jun 1, 2023	Common Stock	23.2K		Direct	F1, F6, F7
transaction	TCRR	Restricted Stock Unit	Disposed to Issuer	$0	-39.7K	-100%	$0.00^*	0	Jun 1, 2023	Common Stock	39.7K		Direct	F1, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

E. Garry Menzel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	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").
F3	Consists of 132,729 Shares held by the Garry E. Menzel Revocable Trust of 2022, under Indenture of Trust dated April 5, 2022 (the "Menzel Trust"). The Reporting Person is the trustee of the Menzel Trust, and as such the Reporting Person may be deemed to beneficially own such securities. The Reporting Person and members of his immediate family are the sole beneficiaries of the Menzel Trust.
F4	Consists of 132,730 Shares held by and the Mary E. Henshall Revocable Trust of 2022, under Indenture of Trust dated April 5, 2022 (the "Henshall Trust"). The Reporting Person's spouse is the trustee of the Henshall Trust, and as such the Reporting Person may be deemed to beneficially own such securities. The Reporting Person and members of his immediate family are the sole beneficiaries of the Henshall Trust.
F5	Immediately prior to the Effective Time, each option to acquire Shares (each, a "Company Option") that was outstanding and unexercised, whether or not vested, was assumed and substituted for an option to purchase a number of Parent Ordinary Shares or Parent ADSs equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time multiplied by (ii) six times the Exchange Ratio, in the case of Parent Ordinary Shares, or the Exchange Ratio in the case of Parent ADSs.
F6	Immediately prior to the Effective Time, each award of restricted stock unit with respect to Shares (each, a "Restricted Stock Unit"), other than Restricted Stock Units that immediately vest upon a change of control of the Company, were assumed and substituted for a restricted stock unit-style option to purchase Parent Ordinary Shares or Parent ADS, with an exercise price per Parent Ordinary Shares or Parent ADS, as applicable, equal to Pound Sterling 0.001 per Parent Ordinary Share or Pound Sterling 0.006 per Parent ADS (each, an "Adjusted Restricted Stock Unit Equivalent"), granted under one of Parent's incentive equity plans.
F7	The number of Parent Ordinary Shares or Parent ADSs subject to the Adjusted Restricted Stock Unit Equivalent shall be equal to the product of (i) the total number of Shares subject to such Restricted Stock Unit immediately prior to the Effective Time multiplied by (ii) the Ordinary Share Exchange Ratio (as defined in the Merger Agreement) or the Exchange Ratio, as applicable.