Everett Rand Sutherland - Sep 14, 2021 Form 4 Insider Report for Translate Bio, Inc. (TBIO)

Role: President
Signature: /s/ Paul D. Burgess, as attorney-in-fact for E. Rand Sutherland
Stock symbol: TBIO
Transactions as of: Sep 14, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/14/2021, 07:34 PM
Next filing: Jan 26, 2022

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	Stock Option (right to buy)	Sale	$0	-300K	-100%	$0.00^*	0	Sep 14, 2021	Common Stock	300K	$16.37	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 March 22, 2021. This option will vest as to 25% of the shares on March 22, 2022, and in thirty-six equal monthly installments thereafter as to the remaining shares through March 22, 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 March 22, 2021. This option will vest as to 25% of the shares on March 22, 2022, and in thirty-six equal monthly installments thereafter as to the remaining shares through March 22, 2025.