0000899243-19-004404.txt : 20190221 0000899243-19-004404.hdr.sgml : 20190221 20190221170111 ACCESSION NUMBER: 0000899243-19-004404 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190219 FILED AS OF DATE: 20190221 DATE AS OF CHANGE: 20190221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jovan-Embiricos Morana CENTRAL INDEX KEY: 0001575745 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622714 MAIL ADDRESS: STREET 1: C/O RADIUS HEALTH, INC. STREET 2: 201 BROADWAY, 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Globeways Holdings Ltd CENTRAL INDEX KEY: 0001600769 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622715 BUSINESS ADDRESS: STREET 1: 3RD FLOOR, GENEVE PLACE STREET 2: WATERFRONT DRIVE, PO BOX 3175 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 617-951-8000 MAIL ADDRESS: STREET 1: 3RD FLOOR, GENEVE PLACE STREET 2: WATERFRONT DRIVE, PO BOX 3175 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Globeways Holdings II Ltd CENTRAL INDEX KEY: 0001768161 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622716 BUSINESS ADDRESS: STREET 1: PO BOX 3175 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST. STE. 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 Capital I 2015 Ltd CENTRAL INDEX KEY: 0001767391 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622717 BUSINESS ADDRESS: STREET 1: PO BOX 3175 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST STE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 Bioscience II 2017 Ltd CENTRAL INDEX KEY: 0001767388 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622718 BUSINESS ADDRESS: STREET 1: PO BOX 3175 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 Captial I 2017 Ltd CENTRAL INDEX KEY: 0001767390 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622719 BUSINESS ADDRESS: STREET 1: PO BOX 3175 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 MG Ltd CENTRAL INDEX KEY: 0001767396 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622720 BUSINESS ADDRESS: STREET 1: PO BOX 3175 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 - TPO Investments LLC CENTRAL INDEX KEY: 0001767397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622721 BUSINESS ADDRESS: STREET 1: 160 GREENTREE DRIVE STREET 2: SUITE 101 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 BBG LLC CENTRAL INDEX KEY: 0001767415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622722 BUSINESS ADDRESS: STREET 1: 160 GREENTREE DRIVE STREET 2: SUITE 101 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 Capital I 2019, LLC CENTRAL INDEX KEY: 0001767418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 19622723 BUSINESS ADDRESS: STREET 1: 160 GREENTREE DRIVE STREET 2: SUITE 101 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 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 X0306 4 2019-02-19 0 0001750019 TCR2 THERAPEUTICS INC. TCRR 0001575745 Jovan-Embiricos Morana C/O TCR2 THERAPEUTICS INC. 100 BINNEY STREET CAMBRIDGE MA 02142 1 0 1 0 0001600769 Globeways Holdings Ltd 3RD FLOOR, GENEVE PLACE, WATERFRONT DR PO BOX 3175, ROAD TOWN, TORTOLA, BVI CH-1205 GENEVA V8 SWITZERLAND 0 0 1 0 0001768161 Globeways Holdings II Ltd 3RD FLOOR, GENEVE PLACE, WATERFRONT DR PO BOX 3175, ROAD TOWN TORTOLA, BVI CH-1205 GENEVA V8 SWITZERLAND 0 0 1 0 0001767391 F2 Capital I 2015 Ltd C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER, GENEVA V8 CH-1205 SWITZERLAND 0 0 1 0 0001767388 F2 Bioscience II 2017 Ltd C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER, GENEVA V8 CH-1205 SWITZERLAND 0 0 1 0 0001767390 F2 Captial I 2017 Ltd C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER, GENEVA V8 CH-1205 SWITZERLAND 0 0 1 0 0001767396 F2 MG Ltd C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER, GENEVA V8 CH-1205 SWITZERLAND 0 0 1 0 0001767397 F2 - TPO Investments LLC C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER, GENEVA V8 CH-1205 SWITZERLAND 0 0 1 0 0001767415 F2 BBG LLC C/O SINGER MCKEON INC, 8 WEST 38TH ST SUITE 1001 NEW YORK NY 10018 0 0 1 0 0001767418 F2 Capital I 2019, LLC C/O SINGER MCKEON INC, 8 WEST 38TH ST SUITE 1001 NEW YORK NY 10018 0 0 1 0 Common Stock 2019-02-19 4 C 0 1614515 A 1614515 I By Fund Common Stock 2019-02-19 4 C 0 193742 A 193742 I By Fund Common Stock 2019-02-19 4 C 0 410168 A 410168 I By Fund Common Stock 2019-02-19 4 C 0 282540 A 282540 I By Fund Common Stock 2019-02-19 4 C 0 403629 A 403629 I By Fund Common Stock 2019-02-19 4 P 0 200000 15.00 A 200000 I By Fund Common Stock 2019-02-19 4 P 0 166667 15.00 A 166667 I By Fund Common Stock 2019-02-19 4 P 0 166667 15.00 A 449207 I By Fund Common Stock 2019-02-19 4 P 0 133333 15.00 A 536962 I By Fund Series A Preferred Stock 2019-02-19 4 C 0 10000001 D Common Stock 1614515 0 I By Fund Series B Preferred Stock 2019-02-19 4 C 0 1200000 D Common Stock 193742 0 I By Fund Series B Preferred Stock 2019-02-19 4 C 0 2540500 D Common Stock 410168 0 I By Fund Series B Preferred Stock 2019-02-19 4 C 0 1750000 D Common Stock 282540 0 I By Fund Series B Preferred Stock 2019-02-19 4 C 0 2500000 D Common Stock 403629 0 I By Fund Each share of Series A Preferred Stock converted into shares of the Issuer's common stock, par value $0.0001 ("Common Stock"), on a 6.1938:1 basis upon the closing of the Issuer's initial public offering. The reported securities are owned directly by F2 Capital I 2015 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2015 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2015 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a 6.1938:1 basis upon the closing of the Issuer's initial public offering.. The reported securities are owned directly by F2 Bioscience II 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Bioscience II 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience II 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. The reported securities are owned directly by F2 Capital I 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. The reported securities are owned directly by F2 MG Limited. Globeways Holdings Limited is the appointed manager of F2 MG Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. The reported securities are owned directly F2-TPO Investments, LLC. Globeways Holdings Limited is the appointed manager of F2-TPO Investments, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO Investments, LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. The reported securities are owned directly by F2 BBG LLC. Globeways Holdings II Limited is the appointed manager of F2 BBG LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 BBG LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings II Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. The reported securities are owned directly by F2 Capital I 2019, LLC. Globeways Holdings II Limited is the appointed manager of F2 Capital I 2019, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2019, LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings II Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. /s/ Morana Jovan-Embiricos 2019-02-21 /s/ Rachel Hingham and Ivan Bedford for Globeways Holdings Limited 2019-02-21 /s/ Rachel Hingham and Ivan Bedford for Globeways Holdings II Limited 2019-02-21 /s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2015 Limited 2019-02-21 /s/ Rachel Hingham and Ivan Bedford for F2 Bioscience II 2017 Limited 2019-02-21 /s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2017 Limited 2019-02-21 /s/ Rachel Hingham and Ivan Bedford for F2 MG Limited 2019-02-21 /s/ Rachel Hingham and Ivan Bedford for F2-TPO Investments, LLC 2019-02-21 /s/ Rachel Hingham and Ivan Bedford for F2 BBG LLC 2019-02-21 /s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2019, LLC 2019-02-21