0001104659-23-078195.txt : 20230705 0001104659-23-078195.hdr.sgml : 20230705 20230705170022 ACCESSION NUMBER: 0001104659-23-078195 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: Menzel Garry E CENTRAL INDEX KEY: 0001556064 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37368 FILM NUMBER: 231070240 MAIL ADDRESS: STREET 1: C/O REGULUS THERAPEUTICS INC. STREET 2: 3545 JOHN HOPKINS COURT SUITE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 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 tm2320409-8_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-07-05 1 0001621227 Adaptimmune Therapeutics PLC ADAP 0001556064 Menzel Garry E 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 0.0013 2023-07-05 4 A 0 736548 0 A 2024-03-15 Ordinary Shares 736548 736548 D Option to Purchase Ordinary Shares 0.08 2023-07-05 4 A 0 1251966 0 A 2027-12-07 Ordinary Shares 1251966 1251966 D Option to Purchase Ordinary Shares 0.65 2023-07-05 4 A 0 359700 0 A 2028-07-25 Ordinary Shares 359700 359700 D Option to Purchase Ordinary Shares 0.65 2023-07-05 4 A 0 3568026 0 A 2028-07-25 Ordinary Shares 3568026 3568026 D Option to Purchase Ordinary Shares 0.57 2023-07-05 4 A 0 57846 0 A 2031-12-08 Ordinary Shares 57846 57846 D Option to Purchase Ordinary Shares 0.57 2023-07-05 4 A 0 2715816 0 A 2031-12-08 Ordinary Shares 2715816 2715816 D Option to Purchase Ordinary Shares 0.11 2023-07-05 4 A 0 2158776 0 A 2032-12-14 Ordinary Shares 2158776 2158776 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. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, outstanding restricted stock units with respect to TCRR common stock (each, a "TCRR RSU") were assumed by the Issuer and substituted for a restricted stock unit-style option to purchase Ordinary Shares (each, an "Adjusted Restricted Stock Unit Equivalent"), with an exercise price equal to GBP0.001, the nominal value of an Ordinary Share and on substantially similar terms and conditions as were applicable to such TCRR RSUs. The number of Ordinary Shares subject to the Adjusted Restricted Stock Unit Equivalent is equal to (A) the ADS Exchange Ratio multiplied by six (such product, the "Ordinary Share Exchange Ratio") multiplied by (B) the total number of shares of TCRR common stock subject to such TCRR RSU. Each Adjusted Restricted Stock Unit Equivalent was granted to the Reporting Person on the date set out in Column 3. The exercise price was converted from GBP0.001, being the nominal value of an ordinary share, 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. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, 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 (each, an "Adjusted Option"), with an exercise price equal to (A) the exercise price of such TCRR Option divided by (B) 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 shares of 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 GBP0.07, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount. The exercise price was converted from GBP0.51, based on an exchange rate of $U.S. 1.2734 to GBP1.00. The actual exercise price will be the pounds sterling amount. 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. 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. /s/ Garry E. Menzel** 2023-07-05