Garry E. Menzel - 01 Jun 2023 Form 4 Insider Report for Adaptimmune Therapeutics PLC (ADAP)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
01 Jun 2023, 16:59:07 UTC
Prior SEC filing
17 May 2023
Next SEC filing
15 Jun 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Garry E Menzel**

Key filing fact

Garry E. Menzel filed Form 4 for Adaptimmune Therapeutics PLC (ADAP) on 01 Jun 2023.

Key facts

  • This page summarizes Garry E. Menzel's Form 4 filing for Adaptimmune Therapeutics PLC (ADAP).
  • 3 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 01 Jun 2023, 16:59.

Change

  • Previous filing in this sequence was filed on 17 May 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ADAP transaction

American Depositary Shares representing Ordinary Shares

Award

Transaction value
Shares
+200,646
Change %
Price
Shares after
200,646
Date
01 Jun 2023
Ownership
See Footnote
Footnotes
F1, F2, F3, F4
ADAP transaction

American Depositary Shares representing Ordinary Shares

Award

Transaction value
Shares
+200,647
Change %
Price
Shares after
200,647
Date
01 Jun 2023
Ownership
See Footnote
Footnotes
F1, F2, F3, F5, F6
ADAP transaction

American Depositary Shares representing Ordinary Shares

Award

Transaction value
Shares
+209,931
Change %
Price
Shares after
209,931
Date
01 Jun 2023
Ownership
Direct
Footnotes
F1, F2, F3, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Garry E. Menzel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

Each American Depositary Share of the Issuer (each, an "ADS") represents six ordinary shares of the Issuer (each, an "Ordinary Share"), nominal value GBP 0.001 per Ordinary Share, of the Issuer.

Footnote F2

Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 5, 2023, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 5, 2023 (the "Merger Agreement"), by and among the Issuer, CM Merger Sub, Inc. ("Merger Sub") and TCR2 Therapeutics, Inc. ("TCRR"), among other things, Merger Sub will be merged with and into TCRR (the "Merger") with TCRR surviving the Merger as a wholly-owned subsidiary of the Issuer. At the effective time of the Merger, each share of TCRR common stock was cancelled and converted into the right to receive 1.5117 ADSs (the "ADS Exchange Ratio"), rounded down to the nearest whole ADS. On May 31, 2023, the last trading day before the effective time of the Merger, the closing price of shares of TCRR common stock was $1.48 per share, and the closing price of the Issuer's ADSs was $1.02 per share.

Footnote F3

Received 200,646 ADSs, representing 1,203,876 Ordinary Shares in exchange for 132,729 shares of TCRR common stock in connection with the Merger and pursuant to the terms of the Merger Agreement.

Footnote F4

ADSs 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.

Footnote F5

Received 200,647 ADSs, representing 1,203,882 Ordinary Shares in exchange for 132,730 shares of TCRR common stock in connection with the Merger and pursuant to the terms of the Merger Agreement.

Footnote F6

ADSs held by 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.

Footnote F7

Received 209,931 ADSs, representing 1,259,586 Ordinary Shares of the Issuer in exchange for 138,871 shares of TCRR common stock in connection with the Merger and pursuant to the terms of the Merger Agreement.

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