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