FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/13/2019 |
3. Issuer Name and Ticker or Trading Symbol
TCR2 THERAPEUTICS INC. [ TCRR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 195,902 | I | See Footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (2) | (2) | Common Stock | 79,644 | (2) | I | See Footnote(3) |
Series A Preferred Stock | (2) | (2) | Common Stock | 52,469 | (2) | I | See Footnote(4) |
Series A Preferred Stock | (2) | (2) | Common Stock | 146,447 | (2) | I | See Footnote(5) |
Series A Preferred Stock | (2) | (2) | Common Stock | 2,195,681 | (2) | I | See Footnote(6) |
Series A Preferred Stock | (2) | (2) | Common Stock | 351,155 | (2) | I | See Footnote(7) |
Series A Preferred Stock | (2) | (2) | Common Stock | 2,421,775 | (2) | I | See Footnote(8) |
Series B Preferred Stock | (9) | (9) | Common Stock | 9,291 | (9) | I | See Footnote(3) |
Series B Preferred Stock | (9) | (9) | Common Stock | 5,247 | (9) | I | See Footnote(4) |
Series B Preferred Stock | (9) | (9) | Common Stock | 17,085 | (9) | I | See Footnote(5) |
Series B Preferred Stock | (9) | (9) | Common Stock | 256,163 | (9) | I | See Footnote(6) |
Series B Preferred Stock | (9) | (9) | Common Stock | 35,115 | (9) | I | See Footnote(7) |
Series B Preferred Stock | (9) | (9) | Common Stock | 282,540 | (9) | I | See Footnote(8) |
Warrants to Purchase Common Stock (Right to Buy) | (10) | 12/12/2026 | Common Stock | 42,761 | $0.74 | I | See Footnote(1) |
Warrants to Purchase Common Stock (Right to Buy) | (10) | 12/05/2027 | Common Stock | 135,508 | $0.74 | I | See Footnote(1) |
Explanation of Responses: |
1. The reported securities are owned directly by MPM Asset Management LLC. The Reporting Person is a member of MPM Asset Management LLC and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
2. Each share of Series A Preferred Stock is convertible into shares of the Issuer's common stock, par value $0.001 ("Common Stock") on a 6.1938:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date. |
3. The reported securities are owned directly by MPM Asset Management Investors BV2014 LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
4. The reported securities are owned directly by MPM Asset Management Investors SunStates Fund LLC. The Reporting Person is a member of MPM SunStates GP Managing Member LLC and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
5. The reported securities are owned directly by MPM BioVentures 2014 (B), L.P. MPM BioVentures 2014 GP LLC is the general partner of MPM BioVentures 2014 (B), L.P. MPM BioVentures 2014 LLC is the managing member of MPM BioVentures 2014 GP LLC. The Reporting Person is a member of MPM BioVentures 2014 LLC and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
6. The reported securities are owned directly by MPM BioVentures 2014, L.P. MPM BioVentures 2014 GP LLC is the general partner of MPM BioVentures 2014, L.P. MPM BioVentures 2014 LLC is the managing member of MPM BioVentures 2014 GP LLC. The Reporting Person is a member of MPM BioVentures 2014 LLC and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
7. The reported securities are owned directly by MPM SunStates Fund, L.P. MPM SunStates Fund GP LLC is the general partner of MPM SunStates Fund, L.P. MPM SunStates GP Managing Member LLC is the managing member of MPM SunStates Fund GP LLC. The Reporting Person is a member of MPM SunStates Fund GP LLC and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
8. The reported securities are held directly by UBS Oncology Impact Fund, L.P. The general partner of UBS Oncology Impact Fund, L.P. is Oncology Impact Fund (Cayman) Management L.P. The general partner of Oncology Impact Fund (Cayman) Management L.P. is MPM Oncology Impact Management LP. The general partner of MPM Oncology Impact Management LP is MPM Oncology Impact Management GP LLC. The Reporting Person the managing director of MPM Oncology Impact Management GP LLC and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
9. Each share of Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 6.1938:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date. |
10. The shares subject to this Warrant are fully vested and exercisable. |
Remarks: |
/s/ Ansbert Gadicke | 02/13/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |