Sanofi - 14 Sep 2021 Form 4 Insider Report for Translate Bio, Inc.

Reporting relationship: 10%+ Owner
Issuer ticker: N/A
Reported as of: 14 Sep 2021
Net transaction value: +$2,735,376,686
SEC form: 4
Accepted by SEC: 14 Sep 2021, 09:59:09 UTC
Prior SEC filing: 02 Aug 2021
Next SEC filing: 13 Aug 2024
Source filing: View source filing
Reporting owner signature: /s/ Alexandra Roger, as Head of Securities Law and Capital Markets of Sanofi

Key filing fact

Sanofi filed Form 4 for Translate Bio, Inc. on 14 Sep 2021.

Key facts

This page summarizes Sanofi's Form 4 filing for Translate Bio, Inc..
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 14 Sep 2021, 09:59.

Change

Previous filing in this sequence was filed on 02 Aug 2021.
Current net transaction value: +$2,735,376,686.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TBIO transaction

Common Stock, par value $0.001 per share

Purchase

Transaction value: $1,955,769,256
Shares: +51,467,612
Change %: +1397%
Price: $38.00
Shares after: 55,152,046
Date: 14 Sep 2021
Ownership: Direct
Footnotes: F1

TBIO transaction

Common Stock, par value $0.001 per share

Purchase

Transaction value: $779,607,430
Shares: +20,515,985
Change %: +37%
Price: $38.00
Shares after: 75,668,031
Date: 14 Sep 2021
Ownership: Direct
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

Shares of Common Stock, par value $0.001 per share (the "Shares"), of Translate Bio, Inc. ("Translate Bio") acquired by Sanofi and its wholly-owned subsidiaries pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of August 2, 2021 (the "Merger Agreement"), by and among Sanofi, Vector Merger Sub, Inc., an indirect, wholly owned subsidiary of Sanofi ("Merger Sub"), and Translate Bio (such tender offer, the "Offer"). Prior to the Offer, Sanofi beneficially owned 3,684,434 Shares (approximately 4.87%).

Footnote F2

Reflects all of the outstanding Shares not tendered in the Offer and not owned by Sanofi or its wholly-owned subsidiaries prior to the Offer, which may be deemed to have been acquired pursuant to the consummation of the Merger (as defined below). Pursuant to the Merger, Sanofi now beneficially owns all outstanding Shares.

Footnote F3

Following the consummation of the Offer, Merger Sub was merged with and into Translate Bio, and Translate Bio survived the Merger as an indirect, wholly-owned subsidiary of Sanofi pursuant to a "back-end merger" under Delaware law (the "Merger"). Prior to the Merger, Sanofi indirectly held 100 shares of Merger Sub, which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, all of the shares of Merger Sub were converted into 71,983,597 shares of Translate Bio stock.