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