| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TCRX | Non- Qualified Stock Option (right to buy) | Award | $0 | +9.15K | $0.00 | 9.15K | Jun 1, 2022 | Common Stock | 9.15K | $3.17 | See Footnotes | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | 9,146 non-qualified stock options ("Stock Options") exercisable solely into common stock of TScan Therapeutics, Inc. (the "Issuer") were granted under the Issuer's 2021 Equity Incentive Plan to Dr. Stephen Biggar, a full-time employee of Baker Bros. Advisors LP (the "Adviser") in his capacity as a director of the Issuer. The Stock Options with a strike price of $3.17 vest in full upon the earlier of the first anniversary of the grant date or the Issuer's 2023 annual meeting, subject to Dr. Biggar's continued service on the board of directors of the Issuer (the "Board"). The Stock Options expire on May 31, 2032. Dr. Biggar serves on the Board as a representative of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds"). |
| F2 | The policies of the Funds and the Adviser do not permit full-time employees of the Adviser or managing members of the Adviser GP (as defined below) to receive compensation for serving as a director of the Issuer. The Funds are entitled to receive all of the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest). |
| F3 | The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. The Adviser has investment and dispositive power over the Stock Options and any common stock of the Issuer received as a result of the exercise of Stock Options. |
| F4 | Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Dr. Stephen R. Biggar, a full-time employee of Baker Bros. Advisors LP, is a director of TScan Therapeutics, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.