Sec Form 4 Filing - Shire Human Genetic Therapies, Inc. @ Translate Bio, Inc. - 2020-06-01

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 Shire Human Genetic Therapies, Inc. 2. Issuer Name and Ticker or Trading Symbol Translate Bio, Inc. [ TBIO] 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) 300 SHIRE WAY 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2020 (Street) LEXINGTON, MA02421 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 Common Stock 06/01/2020 S 107,072 D $ 19.85 ( 1 ) 6,971,873 D ( 2 ) ( 3 ) Common Stock 06/01/2020 S 1,400 D $ 20.53 ( 4 ) 6,970,473 D ( 2 ) ( 3 ) Common Stock 06/02/2020 S 100,389 D $ 19.75 ( 5 ) 6,870,084 D ( 2 ) ( 3 ) Common Stock 06/02/2020 S 5,006 D $ 20.02 ( 6 ) 6,865,078 D ( 2 ) ( 3 )

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 Shire Human Genetic Therapies, Inc. 300 SHIRE WAY LEXINGTON, MA02421 X TAKEDA PHARMACEUTICAL CO LTD 1-1, NIHONBASHI-HONCHO 2-CHOME CHUO-KU, TOKYO, M0103-8668 X Signatures /s/ Amit Singh, Senior Vice President and Head of Treasury of Takeda Pharmaceutical CompanyLimited 06/03/2020 Signature of Reporting Person Date /s/ Paul A. Sundberg, Assistant Secretary of Shire Human Genetic Therapies, Inc. 06/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Weighted average of sales prices. Actual prices range from $19.40 to $20.25. Information regarding the number of shares sold at each separate price will be provided upon request by the Staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer. ( 2 )This statement is being filed jointly by Shire Human Genetic Therapies, Inc. and Takeda Pharmaceutical Company Limited. ( 3 )These shares are owned directly by Shire Human Genetic Therapies, Inc., which is an indirect wholly owned subsidiary of Takeda Pharmaceutical Company Limited. Takeda Pharmaceutical Company Limited is an indirect beneficial owner of the reported securities. ( 4 )Weighted average of sales prices. Actual prices range from $20.40 to $20.56. Information regarding the number of shares sold at each separate price will be provided upon request by the Staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer. ( 5 )Weighted average of sales prices. Actual prices range from $19.05 to $19.99. Information regarding the number of shares sold at each separate price will be provided upon request by the Staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer. ( 6 )Weighted average of sales prices. Actual prices range from $20.00 to $20.05. Information regarding the number of shares sold at each separate price will be provided upon request by the Staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer.

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).

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