Sec Form 4/A Filing - BAUPOST GROUP LLC/MA @ Translate Bio, Inc. - 2021-09-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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 *
BAUPOST GROUP LLC/MA
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)
10 ST. JAMES AVENUE, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
09/14/2021
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
06/30/2020
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 09/14/2021 J( 3 ) 18,044,239 D $ 38 0 I See footnote 1 and 2 ( 1 ) ( 2 )
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
BAUPOST GROUP LLC/MA
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA02116
X
Baupost Group GP, L.L.C.
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA02116
X
KLARMAN SETH A
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA02116
X
Signatures
Seth A. Klarman 09/16/2021
** Signature of Reporting Person Date
Seth A. Klarman 09/16/2021
** Signature of Reporting Person Date
Seth A. Klarman 09/16/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, L.L.C. ("BG GP") and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. BG GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of BG GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities beneficially owned by Baupost. Securitiesreported on this Form 4 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships.
( 2 )(Continued from Footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose.
( 3 )On September 14, 2021, the Agreement and Plan of Merger among Sanofi, Vector Merger Sub Inc. and Translate Bio Inc. ("Merger Agreement") was consummated and Sanofi completed its acquisition of the Issuer as described in the 8-K filed by the Issuer on September 14, 2021, and incorporated herein by reference. In connection with the consummation of the merger, all shares of Common Stock of the Issuer held by the Reporting Persons were acquired at the tender offer price of $38.00 per share.

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