E. Garry Menzel - Jul 5, 2023 Form 4 Insider Report for Adaptimmune Therapeutics PLC (ADAP)

Role
Director
Signature
/s/ Garry E. Menzel**
Stock symbol
ADAP
Transactions as of
Jul 5, 2023
Transactions value $
$0
Form type
4
Date filed
7/5/2023, 05:00 PM
Previous filing
Jul 3, 2023
Next filing
Jul 10, 2023

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 ADAP Option to Purchase Ordinary Shares Award $0 +737K $0.00 737K Jul 5, 2023 Ordinary Shares 737K $0.00 Direct F1, F2, F3, F4
transaction ADAP Option to Purchase Ordinary Shares Award $0 +1.25M $0.00 1.25M Jul 5, 2023 Ordinary Shares 1.25M $0.08 Direct F4, F5, F6
transaction ADAP Option to Purchase Ordinary Shares Award $0 +360K $0.00 360K Jul 5, 2023 Ordinary Shares 360K $0.65 Direct F4, F5, F7
transaction ADAP Option to Purchase Ordinary Shares Award $0 +3.57M $0.00 3.57M Jul 5, 2023 Ordinary Shares 3.57M $0.65 Direct F4, F5, F7
transaction ADAP Option to Purchase Ordinary Shares Award $0 +57.8K $0.00 57.8K Jul 5, 2023 Ordinary Shares 57.8K $0.57 Direct F4, F5, F8
transaction ADAP Option to Purchase Ordinary Shares Award $0 +2.72M $0.00 2.72M Jul 5, 2023 Ordinary Shares 2.72M $0.57 Direct F4, F5, F8
transaction ADAP Option to Purchase Ordinary Shares Award $0 +2.16M $0.00 2.16M Jul 5, 2023 Ordinary Shares 2.16M $0.11 Direct F4, F5, F9
* 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 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 was merged with and into TCRR (the "Merger") with TCRR surviving the Merger as a wholly-owned subsidiary of the Issuer. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, outstanding restricted stock units with respect to TCRR common stock (each, a "TCRR RSU") were assumed by the Issuer and substituted for a restricted stock unit-style option to purchase Ordinary Shares (each, an "Adjusted Restricted Stock Unit Equivalent"), with an exercise price equal to GBP0.001, the nominal value of an Ordinary Share and on substantially similar terms and conditions as were applicable to such TCRR RSUs.
F2 The number of Ordinary Shares subject to the Adjusted Restricted Stock Unit Equivalent is equal to (A) the ADS Exchange Ratio multiplied by six (such product, the "Ordinary Share Exchange Ratio") multiplied by (B) the total number of shares of TCRR common stock subject to such TCRR RSU. Each Adjusted Restricted Stock Unit Equivalent was granted to the Reporting Person on the date set out in Column 3.
F3 The exercise price was converted from GBP0.001, being the nominal value of an ordinary share, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount.
F4 Currently exercisable.
F5 Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, outstanding and unexercised options to acquire shares of TCRR common stock (each, a "TCRR Option") were assumed by the Issuer and substituted for an option to purchase Ordinary Shares (each, an "Adjusted Option"), with an exercise price equal to (A) the exercise price of such TCRR Option divided by (B) the Ordinary Share Exchange Ratio. The number of Ordinary Shares subject to the Adjusted Option is equal to (i) the Ordinary Share Exchange Ratio multiplied by (ii) the total number of shares of TCRR common stock subject to such TCRR Option. Each Adjusted Option was granted to the Reporting Person on the date set out in Column 3.
F6 The exercise price was converted from GBP0.07, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount.
F7 The exercise price was converted from GBP0.51, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount.
F8 The exercise price was converted from GBP0.46, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount.
F9 The exercise price was converted from GBP0.09, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount.