Stephen W. Webster - Jun 1, 2023 Form 4 Insider Report for TCR2 THERAPEUTICS INC. (TCRR)

Role: 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, 04:25 PM
Previous filing: Dec 19, 2022
Next filing: Jun 12, 2023

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TCRR	Stock Option (Right to Buy)	Disposed to Issuer	$0	-16.8K	-100%	$0.00^*	Jun 1, 2023	Common Stock	16.8K	$0.97	Direct	F1, F2
transaction	TCRR	Stock Option (Right to Buy)	Disposed to Issuer	$0	-12.1K	-100%	$0.00^*	Jun 1, 2023	Common Stock	12.1K	$31.83	Direct	F1, F2
transaction	TCRR	Stock Option (Right to Buy)	Disposed to Issuer	$0	-12.1K	-100%	$0.00^*	Jun 1, 2023	Common Stock	12.1K	$5.21	Direct	F1, F2
transaction	TCRR	Stock Option (Right to Buy)	Disposed to Issuer	$0	-10.5K	-100%	$0.00^*	Jun 1, 2023	Common Stock	10.5K	$9.54	Direct	F1, F2

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

Stephen W. Webster 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"). 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.

Content

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").

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"). 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.