| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TCRR | Common Stock | Disposed to Issuer | -24.1K | -100% | 0 | Jun 1, 2023 | Direct | F1, F2 |
| 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 | -98.1K | -100% | $0.00* | 0 | Jun 1, 2023 | Common Stock | 98.1K | $0.97 | Direct | F1, F3 |
| transaction | TCRR | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -47.1K | -100% | $0.00* | 0 | Jun 1, 2023 | Common Stock | 47.1K | $5.21 | Direct | F1, F3 |
| transaction | TCRR | Restricted Stock Unit | Disposed to Issuer | $0 | -16.4K | -100% | $0.00* | 0 | Jun 1, 2023 | Common Stock | 16.4K | Direct | F1, F4, F5 | |
| transaction | TCRR | Restricted Stock Unit | Disposed to Issuer | $0 | -62K | -100% | $0.00* | 0 | Jun 1, 2023 | Common Stock | 62K | Direct | F1, F4, F5 |
Peter Olagunju is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | 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. |
| F4 | 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. |
| F5 | 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. |