| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TCRX | Series C Convertible Preferred Stock | Jul 15, 2021 | Non-Voting Common Stock | 316K | See Footnotes | F1, F2, F3, F5, F6 | |||||||
| holding | TCRX | Series C Convertible Preferred Stock | Jul 15, 2021 | Non-Voting Common Stock | 3.96M | See Footnotes | F1, F2, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | These securities consist of Series C Convertible Preferred Stock ("Series C Preferred") of TScan Therapeutics, Inc. (the "Issuer") which are presently convertible and which automatically convert on a 1-for-1 basis ("Series C Preferred Conversion Ratio") without payment or further consideration immediately prior to the close of the Issuer's initial public offering ("IPO") into either voting common stock of the Issuer ("Common Stock") or non-voting common stock of the Issuer ("Non-Voting Common Stock"). The Funds (as defined below) elected to automatically convert immediately prior to the close of the IPO into the number of shares of Non-Voting Common Stock shown in column 3 of Table II. The Series C Preferred have no expiration date. |
| F2 | Each share of Non-Voting Common Stock will be convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 4.99% beneficial ownership limitation which may be increased or decreased by the holder upon notice to the Issuer, with any increase only being effective upon 61 days' notice to the Issuer. |
| F3 | As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities of the Issuer reported in Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
| F4 | As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"), Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the securities reported in Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
| F5 | Baker Bros. Advisors LP (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 relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. |
| F6 | 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.