0001104659-23-078197.txt : 20230705 0001104659-23-078197.hdr.sgml : 20230705 20230705170313 ACCESSION NUMBER: 0001104659-23-078197 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230705 FILED AS OF DATE: 20230705 DATE AS OF CHANGE: 20230705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Allen Andrew R CENTRAL INDEX KEY: 0001374539 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37368 FILM NUMBER: 231070303 MAIL ADDRESS: STREET 1: 2525 28TH STREET STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Adaptimmune Therapeutics PLC CENTRAL INDEX KEY: 0001621227 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 60 JUBILEE AVENUE STREET 2: MILTON PARK CITY: ABINGDON, OXFORDSHIRE STATE: X0 ZIP: OX14 4RX BUSINESS PHONE: 44 1235 430000 MAIL ADDRESS: STREET 1: 60 JUBILEE AVENUE STREET 2: MILTON PARK CITY: ABINGDON, OXFORDSHIRE STATE: X0 ZIP: OX14 4RX FORMER COMPANY: FORMER CONFORMED NAME: Adaptimmune Ltd DATE OF NAME CHANGE: 20141001 4 1 tm2320409-9_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-07-05 1 0001621227 Adaptimmune Therapeutics PLC ADAP 0001374539 Allen Andrew R C/O ADAPTIMMUNE THERAPEUTICS PLC, 60 JUBILEE AVENUE, MILTON PARK ABINGDON X0 OX14 4RX UNITED KINGDOM 1 0 0 0 0 Option to Purchase Ordinary Shares 0.89 2023-07-05 4 A 0 73212 0 A 2028-12-12 Ordinary Shares 73212 73212 D Option to Purchase Ordinary Shares 1.78 2023-07-05 4 A 0 56868 0 A 2029-04-10 Ordinary Shares 56868 56868 D Option to Purchase Ordinary Shares 1.78 2023-07-05 4 A 0 45348 0 A 2029-12-18 Ordinary Shares 45348 45348 D Option to Purchase Ordinary Shares 3.51 2023-07-05 4 A 0 109746 0 A 2030-12-09 Ordinary Shares 109746 109746 D Option to Purchase Ordinary Shares 0.57 2023-07-05 4 A 0 109746 0 A 2031-12-08 Ordinary Shares 109746 109746 D Option to Purchase Ordinary Shares 0.11 2023-07-05 4 A 0 152376 0 A 2032-12-14 Ordinary Shares 152376 152376 D Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 5, 2023, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 5, 2023 (the "Merger Agreement"), by and among the Issuer, CM Merger Sub, Inc. ("Merger Sub") and TCR2 Therapeutics, Inc. ("TCRR"), among other things, Merger Sub was merged with and into TCRR (the "Merger") with TCRR surviving the Merger as a wholly-owned subsidiary of the Issuer. Immediately prior to the effective time of the Merger, all outstanding and unexercised options to acquire shares of TCRR common stock (each, a "TCRR Option") were assumed by the Issuer and substituted for an option to purchase ordinary shares of the Issuer (each such share, an "Ordinary Share") (each such option, an "Adjusted Option"), with an exercise price equal to (A) the exercise price of such TCRR Option divided by (B) the product of 1.5117 multiplied by six (such product, the "Ordinary Share Exchange Ratio"). The number of Ordinary Shares subject to the Adjusted Option is equal to (i) the Ordinary Share Exchange Ratio multiplied by (ii) the total number of sharesof TCRR common stock subject to such TCRR Option. Each Adjusted Option was granted to the Reporting Person on the date set out in Column 3. The exercise price was converted from GBP0.70, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount. Currently exercisable. The exercise price was converted from GBP1.40, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount. Currently exercisable as to 39,684 Ordinary Shares and will be exercisable as to the remainder in monthly installments of 944 Ordinary Shares on the first of each month from August 1, 2023 through January 1, 2024. The exercise price was converted from GBP2.76, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount. Currently exercisable as to 68,586 Ordinary Shares and will be exercisable as to the remainder in monthly installments of 2,286 Ordinary Shares on the first of each month from August 1, 2023 through December 1, 2024 and 2,298 Ordinary Shares on January 1, 2025. The exercise price was converted from GBP0.46, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount. Currently exercisable as to 48,006 Ordinary Shares and will be exercisable as to the remainder in monthly installments of 3,430 Ordinary Shares on the first of each month from August 1, 2023 through January 1, 2025. The exercise price was converted from GBP0.09, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount. Will be exercisable as to 38,094 Ordinary Shares on December 15, 2023 and will be exercisable as to the remainder in monthly installments of 4,758 Ordinary Shares on the fifteenth of each month from January 15, 2024 through November 15, 2025 and 4,848 Ordinary Shares on December 15, 2025. /s/ Andrew Allen** 2023-07-05