E. Garry Menzel - Jun 1, 2023 Form 4 Insider Report for Adaptimmune Therapeutics PLC (ADAP)

Role: Director
Signature: /s/ Garry E Menzel**
Stock symbol: ADAP
Transactions as of: Jun 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/1/2023, 04:59 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	ADAP	American Depositary Shares representing Ordinary Shares	Award		+201K			201K	Jun 1, 2023	See Footnote	F1, F2, F3, F4
transaction	ADAP	American Depositary Shares representing Ordinary Shares	Award		+201K			201K	Jun 1, 2023	See Footnote	F1, F2, F3, F5, F6
transaction	ADAP	American Depositary Shares representing Ordinary Shares	Award		+210K			210K	Jun 1, 2023	Direct	F1, F2, F3, 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	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.
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.
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.
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.
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.
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.
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.