0000950170-24-070616.txt : 20240607 0000950170-24-070616.hdr.sgml : 20240607 20240607160801 ACCESSION NUMBER: 0000950170-24-070616 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240605 FILED AS OF DATE: 20240607 DATE AS OF CHANGE: 20240607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GORDON CARL L CENTRAL INDEX KEY: 0001282930 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38359 FILM NUMBER: 241029404 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Adicet Bio, Inc. CENTRAL INDEX KEY: 0001720580 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 813305277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-482-2333 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: resTORbio, Inc. DATE OF NAME CHANGE: 20171024 4 1 ownership.xml 4 X0508 4 2024-06-05 0001720580 Adicet Bio, Inc. ACET 0001282930 GORDON CARL L C/O ADICET BIO, INC. 131 DARTMOUTH STREET, FLOOR 3 BOSTON MA 02116 true false true false false Common Stock 2024-06-05 4 A false 5900 0.00 A 11800 D Common Stock 7526359 I See footnotes Common Stock 990254 I See footnotes Common Stock 1255985 I See footnotes Common Stock 1027885 I See footnotes Common Stock 646657 I See footnotes Stock Option (Right to Buy) 1.44 2024-06-05 4 A false 26400 0.00 A 2034-06-04 Common Stock 26400 26400 D The Reporting Person was issued Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs shall vest in full on the earlier to occur of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service on the Issuer's board of directors. The RSUs may be settled only by delivering shares of Common Stock, and thus, the grant is being reported in Table I as allowed per SEC guidance. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the general partner of OPI V, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP V. By virtue of such relationships, GP V and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). OrbiMed Advisors exercises this investment and voting power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI V. Each of the Reporting Person, OrbiMed Advisors, GP V, GP VI, Genesis GP, OrbiMed BioFund, OrbiMed Israel GP, OrbiMed Israel GP II and OrbiMed Israel II disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, GP V, GP VI, Genesis, OrbiMed BioFund, OrbiMed Israel GP, OrbiMed Israel GP II or OrbiMed Israel II is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VI. These shares of the Issuer's common stock are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis, and OrbiMed Advisors is the managing member of Genesis. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by Genesis noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by Genesis. These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP, and OrbiMed Israel GP Ltd. ("OrbiMed Israel GP") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed BioFund and OrbiMed Israel GP may be deemed to have voting and investment power with respect to the shares held directly by OIP noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Israel GP exercises this investment and voting power through a management committee comprised of the Reporting Person and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP. These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OrbiMed Israel GP II") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("OrbiMed Israel II") is the general partner of OrbiMed Israel GP II. By virtue of such relationships, OrbiMed Israel GP II and OrbiMed Israel II may be deemed to have voting and investment power with respect to the shares held directly by OIP II noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Israel II exercises this investment and voting power through a management committee comprised of the Reporting Person, David P. Bonita, and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP II. These shares shall vest in full on the earlier to occur of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service on the Issuer's board of directors. /s/ Nick Harvey, Attorney-in-Fact 2024-06-07