Sec Form 4 Filing - GOLDMAN SACHS GROUP INC @ T2 Biosystems, Inc. - 2016-03-09-05:00

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GOLDMAN SACHS GROUP INC
2. Issuer Name and Ticker or Trading Symbol
T2 Biosystems, Inc. [ TTOO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 WEST STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/09-05:00/2016
(Street)
NEW YORK, NY10282
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Option (Right to Buy) $ 8.92 03/09-05:00/2016 A 66,176 ( 2 ) 03/09-04:00/2026 Common Stock 66,176 $ 0 66,176 I See footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Direct or 10% Owner Officer Other
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY10282
X
GOLDMAN SACHS & CO
200 WEST STREET
NEW YORK, NY10282
X
Signatures
/s/ Yvette Kosic, Attorney-in-fact 03/11-05:00/2016
Signature of Reporting Person Date
/s/ Yvette Kosic, Attorney-in-fact 03/11-05:00/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. In addition to the stock options described herein, the Reporting Persons may be deemed to beneficially own indirectly, in the aggregate, 4,157,240 shares of Common Stock, par value $0.001 per share (the "Common Stock") of T2 Biosystems, Inc. (the "Company") by reason of the direct beneficial ownership of Common Stock by certain investment entities (the "GS Funds") because GS Group, or affiliates of GS Group and Goldman Sachs, are the general partner, managing general partner, managing partner, managing member or member of each of the GS Funds. Goldman Sachs is the investment manager of certain of the GS Funds.
( 2 )The options to purchase 66,176 shares of Common Stock of the Company were granted to Adrian M. Jones, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to the T2 Biosystems, Inc. 2014 Incentive Award Plan. The options vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, which was March 9, 2016, subject to Mr. Jones continuing in service on the Company's board of directors through each such vesting date. Mr. Jones has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

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