SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
MPM BioVentures 2014, L.P.

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2019
3. Issuer Name and Ticker or Trading Symbol
TCR2 THERAPEUTICS INC. [ TCRR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 195,902 I See footnote(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (3) (3) Common Stock 2,825,396 $0.00(3) I See footnote(2)(4)
Series B Preferred Stock (3) (3) Common Stock 322,901 $0.00(3) I See footnote(2)(5)
Common Stock Warrant (Right to Buy) 12/13/2016 12/12/2026 Common Stock 42,761 $0.74 I See footnote(2)(6)
Common Stock Warrant (Right to Buy) 12/06/2017 12/05/2027 Common Stock 135,508 $0.74 I See footnote(2)(6)
1. Name and Address of Reporting Person*
MPM BioVentures 2014, L.P.

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EVNIN LUKE

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Foley Todd

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MPM BioVentures 2014 (B), L.P.

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MPM Asset Management Investors BV2014 LLC

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MPM BioVentures 2014 LLC

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MPM BioVentures 2014 GP LLC

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MPM ASSET MANAGEMENT LLC

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares are held by MPM Asset Management LLC ("AM LLC"). Luke Evnin and Anbsert Gadicke are the members of AM LLC.
2. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
3. Each share of Series A Preferred Stock and Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 6.1938:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock and Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock and Series B Preferred Stock have no expiration dates.
4. The shares are held as follows: 2,195,681 by MPM BioVentures 2014, L.P. ("BV 2014"), 146,447 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 79,644 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 351,155 by MPM SunStates Fund, L.P. ("MPM SunStates") and 52,469 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). MPM SunStates Fund GP LLC and MPM SunStates GP Managing Member LLC ("SunStates GP") are the direct and indirect general partners of MPM SunStates. Luke Evnin, Ansbert Gadicke and Todd Foley are the members of BV LLC and Ansbert Gadicke is a member of SunStates GP.
5. The shares are held as follows: 256,163 by BV 2014, 17,085 by BV 2014(B), 9,291 by AM BV2014, 35,115 by MPM SunStates and 5,247 by AM SunStates.
6. The warrants are held by AM LLC.
Remarks:
See Form 3 for MPM SunStates Fund, L.P for additional members of this joint filing.
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014, L.P. 02/13/2019
/s/ Luke Evnin 02/13/2019
/s/ Todd Foley 02/13/2019
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014 (B), L.P. 02/13/2019
/s/ Howard Rubin, director of MPM Asset Management Investors BV2014 LLC 02/13/2019
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC 02/13/2019
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC 02/13/2019
/s/ Ansbert Gadicke, member of MPM Asset Management LLC 02/13/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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