0001209191-23-034343.txt : 20230605
0001209191-23-034343.hdr.sgml : 20230605
20230605163651
ACCESSION NUMBER: 0001209191-23-034343
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230601
FILED AS OF DATE: 20230605
DATE AS OF CHANGE: 20230605
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MPM SunStates GP Managing Member LLC
CENTRAL INDEX KEY: 0001765023
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38811
FILM NUMBER: 23993095
BUSINESS ADDRESS:
STREET 1: 450 KENDALL STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-425-9200
MAIL ADDRESS:
STREET 1: 450 KENDALL STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MPM SunStates Fund, L.P.
CENTRAL INDEX KEY: 0001765022
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38811
FILM NUMBER: 23993098
BUSINESS ADDRESS:
STREET 1: 450 KENDALL STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-425-9200
MAIL ADDRESS:
STREET 1: 450 KENDALL STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MPM SunStates Fund GP LLC
CENTRAL INDEX KEY: 0001765026
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38811
FILM NUMBER: 23993096
BUSINESS ADDRESS:
STREET 1: 450 KENDALL STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-425-9200
MAIL ADDRESS:
STREET 1: 450 KENDALL STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MPM Asset Management Investors SunStates Fund LLC
CENTRAL INDEX KEY: 0001765025
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38811
FILM NUMBER: 23993097
BUSINESS ADDRESS:
STREET 1: 450 KENDALL STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-425-92--
MAIL ADDRESS:
STREET 1: 450 KENDALL STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TCR2 THERAPEUTICS INC.
CENTRAL INDEX KEY: 0001750019
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 474152751
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 BINNEY STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-949-5200
MAIL ADDRESS:
STREET 1: 100 BINNEY STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-06-01
1
0001750019
TCR2 THERAPEUTICS INC.
TCRR
0001765022
MPM SunStates Fund, L.P.
C/O MPM CAPITAL
399 BOYLSTON STREET, SUITE 1100
BOSTON
MA
02116
0
0
1
0
0001765025
MPM Asset Management Investors SunStates Fund LLC
C/O MPM CAPITAL
399 BOYLSTON STREET, 1100
BOSTON
MA
02116
0
0
1
0
0001765026
MPM SunStates Fund GP LLC
C/O MPM CAPITAL
399 BOYLSTON STREET, SUITE 1100
BOSTON
MA
02116
0
0
1
0
0001765023
MPM SunStates GP Managing Member LLC
MPM CAPITAL
399 BOYLSTON STREET, SUITE 1100
BOSTON
MA
02116
0
0
1
0
0
Common Stock
2023-06-01
4
J
0
4158964
0.00
D
0
I
See Footnote
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of March 5, 2023, by and among TCR2 Therapeutics Inc. (the "Company"), Adaptimmune Therapeutics plc ("Parent") and CM Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub"), as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated April 5, 2023, by and among the Company, Parent and Merger Sub (the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Company (the "Merger") with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent effective as of June 1, 2023 (the "Effective Time").
At the Effective Time, each issued and outstanding share of common stock of the Company (each, a "Share") (excluding any Shares held in treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time) was cancelled and converted into the right to receive 1.5117 (the "Exchange Ratio") American Depositary Shares of Parent ("Parent ADS") representing six ordinary shares of Parent ("Parent Ordinary Shares").
The Reporting Persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein.
The shares were held as follows: 3,056,272 by MPM BioVentures 2014, L.P. ("BV 2014"), 203,846 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 110,859 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 304,001 by MPM Asset Management LLC ("AM LLC"), 421,070 by MPM SunStates Fund, L.P. ("MPM SunStates") and 62,916 by MPM Asset Management Investors Sunstates Fund LLC ("AM SunStates"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B) and BV LLC is the manager of AM BV2014. MPM SunStates Fund GP LLC and MPM SunStates GP Managing Member LLC ("SunStates GP") are the direct and indirect general partners of MPM SunStates and SunStates GP is the manager of AM SunStates. Luke Evnin, Ansbert Gadicke and Todd Foley are the managing directors of BV LLC, Ansbert Gadicke is a member of SunStates GP and Luke Evnin and Anbsert Gadicke are the members of AM LLC.
See Form 4 for MPM BioVentures 2014, L.P. for additional members of this joint filing.
/s/ Ansbert Gadicke, member of MPM Sunstates GP Managing Member LLC, the managing member of MPM SunStates Fund GP LLC, the general partner of MPM SunStates Fund, L.P.
2023-06-05
/s/ Ansbert Gadicke, member of MPM SunStates GP Managing Member LLC, manager of MPM Asset Management Investors SunStates Fund LLC
2023-06-05
/s/ Ansbert Gadicke, member of MPM SunStates GP Managing Member LLC, the managing member of MPM SunStates Fund GP LLC
2023-06-05
/s/ Ansbert Gadicke, member of MPM SunStates GP Managing Member LLC
2023-06-05