Translate Bio, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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89374L104
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(CUSIP Number)
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(212) 310-8000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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August 2, 2021
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(Date of Event Which Requires Filing of This Statement)
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1
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NAMES OF REPORTING PERSONS
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Sanofi |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Republic of France |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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3,684,434 (1) |
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8
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SHARED VOTING POWER
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0 (1) (See Item 5) |
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9
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SOLE DISPOSITIVE POWER
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3,684,434 (1) |
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10
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SHARED DISPOSITIVE POWER
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0 (1) (See Item 5) |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,684,434 (1) (See Item 5) |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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(See Item 5)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.9% (1) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO |
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(1) |
As of August 12, 2021, Sanofi was the direct beneficial owner of 3,684,434 shares of common stock, $0.001 par value per share (“Shares” or “Common Stock”), of Translate Bio, Inc., which represented approximately 4.9% of the
number of outstanding Shares (based on 75,586,714 Shares outstanding as of August 2, 2021, as disclosed in the Issuer's Form 10-Q filed with the SEC on August 5, 2021). On account of the Tender and Support Agreements, Sanofi may be deemed to
have shared indirect beneficial ownership of an additional 18,998,292 Shares plus 2,511,205 Shares underlying Company Options, in each case, owned by the Supporting Stockholders (as defined and described in Items 4 and 5 of this Schedule
13D). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Sanofi that it is the beneficial owner of any of the Subject Shares (as defined in Item 4 of this Schedule 13D) for purposes
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interests in the Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit No.
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Description
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Agreement and Plan of Merger, dated as of August 2, 2021, by and among Sanofi, Translate Bio, Inc. and Vector Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Translate Bio, Inc. with
the SEC on August 2, 2021).
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Tender and Support Agreement, dated as of August 2, 2021, by and between Sanofi and Baupost Group, L.L.C. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Translate Bio, Inc. with the SEC on August 3,
2021).
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Tender and Support Agreement, dated as of August 2, 2021, by and between Sanofi and Ronald C. Renaud, Jr. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Translate Bio, Inc. with the SEC on August 3,
2021).
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Securities Purchase Agreement, dated as of June 22, 2020, by and between Translate Bio, Inc. and Sanofi (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Translate Bio, Inc. with the SEC on August 6, 2020).
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Registration Rights Agreement, dated as of July 20, 2020, by and between Translate Bio, Inc. and Sanofi (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Translate Bio, Inc. with the SEC on August 6, 2020).
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Dated: August 12, 2021
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SANOFI
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By:
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/s/ Alexandra Roger
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Name:
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Alexandra Roger
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Title:
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Head of Securities Law and Capital Markets
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Name
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Present Principal Occupation or Employment
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Serge Weinberg
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Chairman of the Board of Directors of Sanofi; Chairman of Weinberg Capital Partners
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Paul Hudson
British citizenship
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Chief Executive Officer of Sanofi
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Christopher Babule
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Director at Sanofi; Executive Vice President, Chief Financial Officer at L’Oréal
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Rachel Duan
Chinese citizenship
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Independent Director at Sanofi; non-executive board member of AXA S.A.
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Lise Kingo
Danish citizenship
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Independent Director at Sanofi; Director of Covestro AG and Aker Horizons ASA.
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Patrick Kron
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Independent Director at Sanofi; Chairman of Imerys; Chairman of Truffle Capital SAS; Chairman of PKC&I SAS; Director of Lafarge-Holcim
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Barbra Lavernos
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Director at Sanofi; President of Research, Innovation and Technology at L’Oréal
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Fabienne Lecorvaisier
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Independent Director at Sanofi; Executive Vice President, Chief Financial Officer and Executive Committee Member of Air Liquide
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Melanie Lee
British citizenship
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Independent Director at Sanofi; Chief Executive Officer of LifeArc
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Carole Piwnica
Belgian citizenship
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Independent Director at Sanofi; Managing Partner of Naxos S.A.
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Gilles Schnepp
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Independent Director at Sanofi; Chairman of Danone
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Diane Souza
U.S. citizenship
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Independent Director at Sanofi; Member of the Board of Directors of Amica Insurance Companies
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Thomas C. Südhof
German and U.S. citizenship
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Independent Director at Sanofi; Avram Goldstein Professor in Stanford University School of Medicine (United States), professor of Molecular & Cellular Physiology and Neurosurgery, and, by courtesy, of Psychiatry and Neurology
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Wolfgang Laux
German citizenship
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Director representing employees at Sanofi; API Portfolio Leader (New Products and Launches) at Gentilly - Campus Val de Bièvre
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Ceng-Yann Tran
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Director representing employees at Sanofi; Trade Union Leader
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Name
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Present Principal Occupation or Employment
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Paul Hudson
British citizenship
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Chief Executive Officer of Sanofi
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Olivier Charmeil
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Executive Vice President, General Medicines
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Jean-Baptiste Chasseloup de Chatillon
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Executive Vice President, Chief Financial Officer
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Karen Linehan
U.S. and Irish citizenship
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Executive Vice President, Legal Affairs and General Counsel
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Julie Van Ongevalle
Belgian citizenship
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Executive Vice President, Consumer Healthcare
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Philippe Luscan
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Executive Vice President, Global Industrial Affairs
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Thomas Triomphe
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Executive Vice President, Sanofi Pasteur
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Natalie Bickford
British citizenship
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Executive Vice President, Chief People Officer
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Arnaud Robert
Canadian citizenship
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Executive Vice President, Chief Digital Officer
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Bill Sibold
U.S. and Canadian citizenship
Business address:
50 Binney Street
Cambridge, MA 02142
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Executive Vice President, Sanofi Genzyme
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John Reed
U.S. citizenship
Business address:
640 Memorial Drive
Cambridge, MA 02139
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Executive Vice President, Global Head of Research and Development
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