Brendan Smith - Sep 14, 2021 Form 4 Insider Report for Translate Bio, Inc. (TBIO)

Role: Chief Financial Officer
Signature: /s/ Paul D. Burgess, as attorney-in-fact for Brendan Smith
Stock symbol: TBIO
Transactions as of: Sep 14, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/14/2021, 07:33 PM
Next filing: Oct 15, 2021

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	TBIO	Stcok Option (right to buy)	Sale	$0	-202K	-100%	$0.00^*	0	Sep 14, 2021	Common Stock	202K	$19.23	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	As of September 14, 2021, Issuer was acquired in a cash tender by an indirect subsidiary of Sanofi, a French societe anonyme at a purchase price of $38.00 per share (the "Tender Offer"), as described more fully in the Schedule 14D-9 filed by the Issuer on August 16, 2021. Under the terms of the Tender Offer, Issuer outstanding stock options, if not vested became vested, and all Issuer stock options were converted into cash consideration at the amount of the difference between the exercise price of the option and the Tender Offer price of $38.00 per share.
F2	This option was granted on April 19, 2021. The shares underlying this option are scheduled to vest over four years, with 25% of the shares vesting on April 19, 2022 and the remainder vesting in equal monthly installments through April 19, 2025.

Content

As of September 14, 2021, Issuer was acquired in a cash tender by an indirect subsidiary of Sanofi, a French societe anonyme at a purchase price of $38.00 per share (the "Tender Offer"), as described more fully in the Schedule 14D-9 filed by the Issuer on August 16, 2021. Under the terms of the Tender Offer, Issuer outstanding stock options, if not vested became vested, and all Issuer stock options were converted into cash consideration at the amount of the difference between the exercise price of the option and the Tender Offer price of $38.00 per share.

This option was granted on April 19, 2021. The shares underlying this option are scheduled to vest over four years, with 25% of the shares vesting on April 19, 2022 and the remainder vesting in equal monthly installments through April 19, 2025.