Sec Form 4 Filing - Rawcliffe Adrian @ Adaptimmune Therapeutics PLC - 2023-01-11

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
Rawcliffe Adrian
2. Issuer Name and Ticker or Trading Symbol
Adaptimmune Therapeutics PLC [ ADAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ADAPTIMMUNE THERAPEUTICS PLC,, 60 JUBILEE AVENUE, MILTON PARK
3. Date of Earliest Transaction (MM/DD/YY)
01/11/2023
(Street)
ABINGDON, X0OX14 4RX
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
American Depositary Shares representing Ordinary Shares( 1 ) 01/11/2023 S 13,042 D $ 1.7468( 2 ) 17,298( 3 ) D
American Depositary Shares representing Ordinary Shares( 4 ) 01/12/2023 S 18,763 D $ 1.706( 5 ) 24,882( 6 ) D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rawcliffe Adrian
C/O ADAPTIMMUNE THERAPEUTICS PLC,
60 JUBILEE AVENUE, MILTON PARK
ABINGDON, X0OX14 4RX
X Chief Executive Officer
Signatures
/s/ Adrian George Rawcliffe 01/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each American Depositary Share ("ADS") represents six ordinary shares, nominal value GBP 0.001 per ordinary share, of the Issuer. The ADSs were obtained from the exercise of approximately 25% of an RSU-style share option covering ordinary shares of the Issuer granted on January 11, 2021 and which have vested. Once vested, the RSU-style options must be exercised within a restricted period or they are forfeited. Each exercise of the portion of these RSU-style share options and each sale reported in this Form 4 was effected pursuant to a Sell to Cover exercise implemented automatically in accordance with the Issuer's option plan, under which sufficient ADSs were sold by the Issuer to satisfy the Reporting Person's tax withholding obligations and associated sale costs. The residual ADSs are held by the Reporting Person.
( 2 )The price reported in Column 4 is a weighted average price. These ADSs were sold in multiple transactions at prices ranging from $1.73 to $1.76, inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission with full information regarding the ADSs sold at this price in this footnote.
( 3 )The ADSs reported in this Column 5 represent solely those residual ADSs held by the Reporting Person which result from each Sell to Cover exercise transaction reported on this Form 4. Additionally, the Reporting Person holds 99,572 ADSs and RSU-style options and other options covering an aggregate of 21,183,366 ordinary shares of the Issuer.
( 4 )Each American Depositary Share ("ADS") represents six ordinary shares, nominal value GBP 0.001 per ordinary share, of the Issuer. The ADSs were obtained from the exercise of approximately 25% of an RSU-style share option covering ordinary shares of the Issuer granted on January 12, 2022 and which have vested. Once vested, the RSU-style options must be exercised within a restricted period or they are forfeited. Each exercise of the portion of these RSU-style share options and each sale reported in this Form 4 was effected pursuant to a Sell to Cover exercise implemented automatically in accordance with the Issuer's option plan, under which sufficient ADSs were sold by the Issuer to satisfy the Reporting Person's tax withholding obligations and associated sale costs. The residual ADSs are held by the Reporting Person.
( 5 )The price reported in Column 4 is a weighted average price. These ADSs were sold in multiple transactions at prices ranging from $1.70 to $1.79, inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission with full information regarding the ADSs sold at this price in this footnote.
( 6 )The ADSs reported in this Column 5 represent solely those residual ADSs held by the Reporting Person which result from each Sell to Cover exercise transaction reported on this Form 4. Additionally, the Reporting Person holds 99,572 ADSs and RSU-style options and other options covering an aggregate of 21,183,366 ordinary shares of the Issuer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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