Sec Form 4 Filing - Burgess Paul D. @ Translate Bio, Inc. - 2021-09-14

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Burgess Paul D. 2. Issuer Name and Ticker or Trading Symbol Translate Bio, Inc. [ TBIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) Chief Operating Officer, CLO/Secretary (Last) (First) (Middle) C/O TRANSLATE BIO, INC., 29 HARTWELL AVE 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2021 (Street) LEXINGTON, MA02421 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 Common Stock 09/14/2021 S( 1 ) 71,833 ( 1 ) D $ 38 0 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 Stock Option (right to buy) $ 7.39 09/14/2021 S( 2 ) 219,652 ( 3 ) 12/21/2027 Common Stock 219,652 $ 0 0 D Stock Option (right to buy) $ 8.34 09/14/2021 S( 2 ) 69,953 ( 4 ) 03/06/2028 Common Stock 69,953 $ 0 0 D Stock Option (right to buy) $ 7.95 09/14/2021 S( 2 ) 150,000 ( 5 ) 03/07/2029 Common Stock 150,000 $ 0 0 D Stock Option (right to buy) $ 7.66 09/14/2021 S( 2 ) 150,000 ( 6 ) 03/02/2030 Common Stock 150,000 $ 0 0 D Stock Option (right to buy) $ 23.82 09/14/2021 S( 2 ) 90,000 ( 7 ) 03/08/2031 Common Stock 90,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burgess Paul D. C/O TRANSLATE BIO, INC. 29 HARTWELL AVE LEXINGTON, MA02421 Chief Operating Officer, CLO Secretary Signatures /s/ Paul D. Burgess 09/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of September 14, 2021, Issuer was acquired in a cash tender by an indirect subsidiary of Sanofi, a French societe anonyme at a purchase price of $38.00 per share (the "Tender Offer"), as described more fully in the Schedule 14D-9 filed by the Issuer on August 16, 2021. ( 2 )Under the terms of the Tender Offer, Issuer outstanding stock options, if not vested became vested, and all Issuer stock options were converted into cash consideration at the amount of the difference between the exercise price of the option and the Tender Offer price of $38.00 per share. ( 3 )This option was granted on December 22, 2017. The shares underlying the option became fully vested on March 9, 2021. ( 4 )This option was granted on March 7, 2018. The shares underlying the option are scheduled to vest over four years, with 25% of the shares vesting on March 7, 2019 and the remainder vesting in equal monthly installments through March 7, 2022. ( 5 )This option was granted on March 8, 2019. This option will vest as to 25% of the shares on March 8, 2020, and in thirty-six equal monthly installments thereafter as to the remaining shares through March 8, 2023. ( 6 )This option was granted on March 3, 2020. This option will vest as to 25% of the shares on December 11, 2020, and in thirty-six equal monthly installments thereafter as to the remaining shares through December 11, 2023. ( 7 )This option was granted on March 9, 2021. This option will vest as to 25% of the shares on March 9, 2022, and in thirty-six equal monthly installments thereafter as to the remaining shares though March 9, 2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.