0001209191-23-046096.txt : 20230816 0001209191-23-046096.hdr.sgml : 20230816 20230816180752 ACCESSION NUMBER: 0001209191-23-046096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230814 FILED AS OF DATE: 20230816 DATE AS OF CHANGE: 20230816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sinclair Andrew CENTRAL INDEX KEY: 0001762451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38359 FILM NUMBER: 231179341 MAIL ADDRESS: STREET 1: C/O SOLENO THERAPEUTICS INC. STREET 2: 1235 RADIO ROAD, SUITE 110 CITY: REDWOOD CITY STATE: CA ZIP: 94065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Adicet Bio, Inc. CENTRAL INDEX KEY: 0001720580 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] 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 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-14 0 0001720580 Adicet Bio, Inc. ACET 0001762451 Sinclair Andrew C/O ADICET BIO, INC. 200 BERKELEY STREET, 19TH FLOOR BOSTON MA 02116 1 0 0 0 0 Stock Option (Right to Buy) 15.75 2023-08-14 4 D 0 28828 0.00 D 2031-03-01 Common Stock 28828 0 D Stock Option (Right to Buy) 2.14 2023-08-14 4 A 0 28828 0.00 A 2031-03-01 Common Stock 28828 28828 D Stock Option (Right to Buy) 15.93 2023-08-14 4 D 0 18500 0.00 D 2031-04-29 Common Stock 18500 0 D Stock Option (Right to Buy) 2.14 2023-08-14 4 A 0 18500 0.00 A 2031-04-29 Common Stock 18500 18500 D Stock Option (Right to Buy) 15.93 2023-08-14 4 D 0 8172 0.00 D 2031-04-29 Common Stock 8172 0 D Stock Option (Right to Buy) 2.14 2023-08-14 4 A 0 8172 0.00 A 2031-04-29 Common Stock 8172 8172 D Stock Option (Right to Buy) 11.49 2023-08-14 4 D 0 18500 0.00 D 2032-06-01 Common Stock 18500 0 D Stock Option (Right to Buy) 2.14 2023-08-14 4 A 0 18500 0.00 A 2032-06-01 Common Stock 18500 18500 D Stock Option (Right to Buy) 5.195 2023-08-14 4 D 0 26400 0.00 D 2033-05-31 Common Stock 26400 0 D Stock Option (Right to Buy) 2.14 2023-08-14 4 A 0 26400 0.00 A 2033-05-31 Common Stock 26400 26400 D On August 8, 2023, the Issuer's Board of Directors approved an option repricing (the "Repricing"), effective as of August 14, 2023 (the "Effective Date"). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. 33% of the shares subject to this option vested and became exercisable on March 2, 2022, with the remaining 67% vesting in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continued service on the Issuer's Board of Directors as of the applicable vesting date. The exercise price of the option is $2.14 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date; provided that the repriced option will revert to its original exercise price if, prior to the first anniversary of the Effective Date, (a) the Reporting Person's service on the Issuer's Board of Directors is terminated by the Issuer with cause or by the Reporting Person or (b) the option is exercised. The shares subject to this option are fully vested and exercisable as of the date hereof. The shares subject to this option shall vest in thirty-six (36) equal monthly installments commencing on March 2, 2021, subject to the Reporting Person's continued service on the Issuer's Board of Directors as of the applicable vesting date. The shares subject to this option shall vest in full on the earlier to occur of (a) June 1, 2024 or (b) the date of the Issuer's 2024 annual meeting of stockholders, subject to the Reporting Person's continued service on the Issuer's Board of Directors as of the applicable vesting date. /s/ Nick Harvey, Attorney-in-Fact 2023-08-16