0001209191-21-056045.txt : 20210914 0001209191-21-056045.hdr.sgml : 20210914 20210914192337 ACCESSION NUMBER: 0001209191-21-056045 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210914 FILED AS OF DATE: 20210914 DATE AS OF CHANGE: 20210914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORMELA JEAN FRANCOIS CENTRAL INDEX KEY: 0001030575 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38550 FILM NUMBER: 211253742 MAIL ADDRESS: STREET 1: C/O ATLAS VENTURE STREET 2: 890 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Translate Bio, Inc. CENTRAL INDEX KEY: 0001693415 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 611807780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 29 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 617-945-7361 MAIL ADDRESS: STREET 1: 29 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: RaNA Therapeutics, Inc. DATE OF NAME CHANGE: 20161228 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-14 0 0001693415 Translate Bio, Inc. TBIO 0001030575 FORMELA JEAN FRANCOIS C/O TRANSLATE BIO, INC. 29 HARTWELL AVE LEXINGTON MA 02421 1 0 0 0 Common Stock 2021-09-14 4 S 0 2055063 38.00 D 0 I See Footnote Stock Option (right to buy) 10.20 2021-09-14 4 S 0 18900 0.00 D 2029-06-17 Common Stock 18900 0 D Stock Option (right to buy) 15.33 2021-09-14 4 S 0 18900 0.00 D 2030-06-15 Common Stcok 18900 0 D Stock Option (right to buy) 20.43 2021-09-14 4 S 0 20000 0.00 D 2031-06-15 Common Stock 20000 0 D Stock Option (right to buy) 8.34 2021-09-14 4 S 0 37800 0.00 D 2028-03-06 Common Stock 37800 0 D 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. 1,872,115 of these shares are held directly by Atlas Venture Fund VIII, L.P. ("Atlas VIII''). 182,948 of these shares are held directly by Atlas Venture Associates VIII, L.P. ("AVA VIII LP"), the general partner of Atlas VIII. These shares were previously received by AVA VIII LP in a pro-rata stock distribution pursuant to a Rule 10b5-1 plan established by Atlas VIII. Atlas Venture Associates VIII, Inc. ("AVA VIII INC") is the sole general partner of AVA VIII LP. Dr. Formela is a director of AVA VIII INC and disclaims Section 16 beneficial ownership of the securities held by Atlas VIII and Atlas VIII LP, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed to be an admission that Dr. Formela is the beneficial owner of such shares for the purposes of Section 16 or any other purpose. 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 June 18, 2019. The shares underlying this option became fully vested on the date of the Issuer's annual meeting of stockholders following the date of the grant, or June 16, 2020. This stock option was granted to the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of common stock issued to the Reporting Person upon exercise of this stock option will be transferred to Atlas Venture Advisors, Inc. and as such, the Reporting Person disclaims ownership of such securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any. This option was granted on June 16, 2020. The shares underlying this option became fully vested on the date of the Issuer's annual meeting of stockholders following the date of the grant, or June 16, 2021. This option was granted on June 16, 2021. This option will vest and become exercisable in full on the one year anniversary of the date of the award, or if earlier, the date of the Issuer's next annual meeting of stockholders following the date of the grant. This option was granted on March 7, 2018, with 25% of the shares underlying the option vesting on March 7, 2019 and thereafter 2.0833% vesting monthly until March 7, 2022. /s/ Frank Castellucci, as attorney-in-fact for Jean-Francois Formela 2021-09-14