0000899243-18-018374.txt : 20180627 0000899243-18-018374.hdr.sgml : 20180627 20180627175911 ACCESSION NUMBER: 0000899243-18-018374 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180627 FILED AS OF DATE: 20180627 DATE AS OF CHANGE: 20180627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gallagher Brian M. Jr. CENTRAL INDEX KEY: 0001709976 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38550 FILM NUMBER: 18922697 MAIL ADDRESS: STREET 1: C/O AILERON THERAPEUTICS, INC. STREET 2: 281 ALBANY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Translate Bio, Inc. CENTRAL INDEX KEY: 0001693415 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 611807780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 29 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 617-945-7361 MAIL ADDRESS: STREET 1: 29 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: RaNA Therapeutics, Inc. DATE OF NAME CHANGE: 20161228 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-06-27 0 0001693415 Translate Bio, Inc. TBIO 0001709976 Gallagher Brian M. Jr. C/O S.R. ONE, LIMITED 161 WASHINGTON STREET, SUITE 500 CONSHOHOCKEN PA 19428 1 0 0 0 Series A Preferred Stock Common Stock 1674016 I See Footnote Series B Preferred Stock Common Stock 1300116 I See Footnote Series C Preferred Stock Common Stock 454550 I See Footnote Stock Option (Right to Buy) 8.34 2028-03-06 Common Stock 37800 D The Series A Preferred Stock is convertible into Common Stock on a 5.5555-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date. The Series B Preferred Stock is convertible into Common Stock on a 5.5555-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date. The Series C Preferred Stock is convertible into Common Stock on a 5.5555-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date. This stock option was granted on March 7, 2018 with respect to 37,800 Common Shares with 25% of the shares vesting on March 7, 2019, and thereafter 2.0833% vesting monthly until March 7, 2022. The stock option was granted to the Reporting Person as director's compensation. As a Partner and Vice President at S.R. One, Limited and an employee of GlaxoSmithKline LLC, the Reporting Person is obligated to transfer any shares issued under the stock option to S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his pecuniary interest therein. S.R.One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, is the record holder of the shares reported herein. Brian M. Gallagher, Jr. is a Partner and Vice President at S.R. One, Limited and an employee of GlaxoSmithKline LLC, a wholly-owned subsidiary of GlaxoSmithKline plc. Mr. Gallagher, Jr. disclaims beneficial ownership of all the shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his pecuniary interest therein. Exhibit List Exhibit 24 - Power of Attorney /s/Paul Burgess, attorney-in-fact for Brian M. Gallagher, Jr. 2018-06-27 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                 LIMITED POWER OF ATTORNEY
                            FOR SECTION 16 REPORTING OBLIGATIONS

   Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Ronald C. Renaud, Jr., Paul Burgess and John R. Schroer,
signing singly and each acting individually, as the undersigned's true and
lawful attorney-in-fact with full power and authority as hereinafter described
to:

      (1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as a director of Translate Bio, Inc. (the "Company"), Forms 3, 4, and 5
(including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder (the
"Exchange Act");

      (2)  do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID, Update Passphrase, or any
other application materials to enable the undersigned to gain or maintain access
to the Electronic Data Gathering, Analysis and Retrieval system of the SEC;

      (3)  seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

      (4)  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

   The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

   This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of May, 2018.

                        /s/ Brian M. Gallagher, Jr., Ph.D.
                        ------------------------------------------
                        Name: Brian M. Gallagher, Jr.,Ph.D.