Andrew Allen - Jul 5, 2023 Form 4 Insider Report for Adaptimmune Therapeutics PLC (ADAP)

Role
Director
Signature
/s/ Andrew Allen**
Stock symbol
ADAP
Transactions as of
Jul 5, 2023
Transactions value $
$0
Form type
4
Date filed
7/5/2023, 05:03 PM
Previous filing
Jul 3, 2023
Next filing
Feb 5, 2024

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 +73.2K $0.00 73.2K Jul 5, 2023 Ordinary Shares 73.2K $0.89 Direct F1, F2, F3, F4
transaction ADAP Option to Purchase Ordinary Shares Award $0 +56.9K $0.00 56.9K Jul 5, 2023 Ordinary Shares 56.9K $1.78 Direct F1, F2, F4, F5
transaction ADAP Option to Purchase Ordinary Shares Award $0 +45.3K $0.00 45.3K Jul 5, 2023 Ordinary Shares 45.3K $1.78 Direct F1, F2, F5, F6
transaction ADAP Option to Purchase Ordinary Shares Award $0 +110K $0.00 110K Jul 5, 2023 Ordinary Shares 110K $3.51 Direct F1, F2, F7, F8
transaction ADAP Option to Purchase Ordinary Shares Award $0 +110K $0.00 110K Jul 5, 2023 Ordinary Shares 110K $0.57 Direct F1, F2, F9, F10
transaction ADAP Option to Purchase Ordinary Shares Award $0 +152K $0.00 152K Jul 5, 2023 Ordinary Shares 152K $0.11 Direct F1, F2, F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew Allen 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. Immediately prior to the effective time of the Merger, all 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 of the Issuer (each such share, an "Ordinary Share") (each such option, an "Adjusted Option"), with an exercise price equal to (A) the exercise price of such TCRR Option divided by (B) the product of 1.5117 multiplied by six (such product, the "Ordinary Share Exchange Ratio").
F2 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 sharesof 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.
F3 The exercise price was converted from GBP0.70, 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 The exercise price was converted from GBP1.40, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount.
F6 Currently exercisable as to 39,684 Ordinary Shares and will be exercisable as to the remainder in monthly installments of 944 Ordinary Shares on the first of each month from August 1, 2023 through January 1, 2024.
F7 The exercise price was converted from GBP2.76, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount.
F8 Currently exercisable as to 68,586 Ordinary Shares and will be exercisable as to the remainder in monthly installments of 2,286 Ordinary Shares on the first of each month from August 1, 2023 through December 1, 2024 and 2,298 Ordinary Shares on January 1, 2025.
F9 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.
F10 Currently exercisable as to 48,006 Ordinary Shares and will be exercisable as to the remainder in monthly installments of 3,430 Ordinary Shares on the first of each month from August 1, 2023 through January 1, 2025.
F11 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.
F12 Will be exercisable as to 38,094 Ordinary Shares on December 15, 2023 and will be exercisable as to the remainder in monthly installments of 4,758 Ordinary Shares on the fifteenth of each month from January 15, 2024 through November 15, 2025 and 4,848 Ordinary Shares on December 15, 2025.