0001209191-23-034346.txt : 20230605 0001209191-23-034346.hdr.sgml : 20230605 20230605163726 ACCESSION NUMBER: 0001209191-23-034346 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: BioImpact Capital LLC CENTRAL INDEX KEY: 0001687078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 23993111 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON STREET, SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET, SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: MPM Oncology Impact Management LP DATE OF NAME CHANGE: 20161007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UBS Oncology Impact Fund L.P. CENTRAL INDEX KEY: 0001691428 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 23993113 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: Oncology Impact Fund (Cayman) Management L.P. CENTRAL INDEX KEY: 0001721036 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38811 FILM NUMBER: 23993112 BUSINESS ADDRESS: STREET 1: 450 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174259200 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 0001691428 UBS Oncology Impact Fund L.P. C/O MPM CAPITAL 399 BOYLSTON STREET, SUITE 1100 BOSTON MA 02116 0 0 1 0 0001721036 Oncology Impact Fund (Cayman) Management L.P. C/O MPM CAPITAL 399 BOYLSTON STREET, SUITE 1100 BOSTON MA 02116 0 0 1 0 0001687078 BioImpact Capital LLC C/O MPM CAPITAL 399 BOYLSTON STREET, SUITE 1100 BOSTON MA 02116 0 0 1 0 0 Common Stock 2023-06-01 4 J 0 3370982 0.00 D 0 D 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 reported securities were held in the account of UBS Oncology Impact Fund L.P. ("UBS Oncology"). BioImpact Capital LLC ("BioImpact") is the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is the managing partner of BioImpact. The Reporting Persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. /s/ Ansbert Gadicke, managing partner of BioImpact LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P. 2023-06-05 /s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P. 2023-06-05 /s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC 2023-06-05