Priti Hegde - 05 Jul 2023 Form 4 Insider Report for Adaptimmune Therapeutics PLC (ADAP)

Role: Director
Signature: /s/ Priti Hegde**
Issuer symbol: ADAP
Transactions as of: 05 Jul 2023
Net transactions value: $0
Form type: 4
Filing time: 05 Jul 2023, 17:05:16 UTC
Previous filing: 03 Jul 2023
Next filing: 01 Jul 2024
SEC: View on sec.gov

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	+226,464		$0.000000	226,464	05 Jul 2023	Ordinary Shares	226,464	$1.77	Direct	F1, F2, F3, F4
transaction	ADAP	Option to Purchase Ordinary Shares	Award	$0	+109,746		$0.000000	109,746	05 Jul 2023	Ordinary Shares	109,746	$0.5700	Direct	F1, F2, F5, F6
transaction	ADAP	Option to Purchase Ordinary Shares	Award	$0	+152,376		$0.000000	152,376	05 Jul 2023	Ordinary Shares	152,376	$0.1100	Direct	F1, F2, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Priti Hegde 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 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.
F3	The exercise price was converted from GBP1.39, 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 as to 127,386 Ordinary Shares and will be exercisable as to the remainder in monthly installments of 7,077 Ordinary Shares on the twenty-fifth of each month from July 25, 2023 through August 25, 2024.
F5	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.
F6	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.
F7	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.
F8	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.