Sec Form 4 Filing - Krehlik Carrie @ Adicet Bio, Inc. - 2020-09-15

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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
Krehlik Carrie
2. Issuer Name and Ticker or Trading Symbol
Adicet Bio, Inc. [ ACET]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Human Resources Officer
(Last) (First) (Middle)
C/O ADICET BIO, INC., 500 BOYLSTON STREET, 13TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2020
(Street)
BOSTON, MA02116
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
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
Employee Stock Option (right to buy) $ 2.26 09/15/2020 A 18,600 ( 1 ) 12/13/2027 Common Stock 18,600 ( 2 ) 18,600 D
Employee Stock Option (right to buy) $ 5.97 09/15/2020 A 15,450 ( 3 ) 10/15/2029 Common Stock 15,450 ( 4 ) 15,450 D
Incentive Stock Option (right to buy) $ 16.11 09/17/2020 A 40,391 ( 5 ) 09/17/2030 Common Stock 40,391 $ 0 40,391 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Krehlik Carrie
C/O ADICET BIO, INC.
500 BOYLSTON STREET, 13TH FLOOR
BOSTON, MA02116
Chief Human Resources Officer
Signatures
/s/ Nick Harvey, Attorney-in-Fact for Carrie A. Krehlik 09/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )25% of the option vested on November 27, 2018, and 1/36th of the remaining unvested option vests on each of the next thirty-six (36) monthly anniversaries thereafter, provided that Ms. Krehlik remains in continuous service as of the applicable vesting date.
( 2 )Received in exchange for an employee stock option to acquire 150,000 shares of common stock of Adicet Bio, Inc., a Delaware corporation ("Old Adicet"), for $0.280 per share in connection with the merger (the "Merger") of Old Adicet with and into Project Oasis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of resTORbio, Inc., a Delaware corporation ("resTORbio"). On the effective date of the Merger, resTORbio changed its name to "Adicet Bio, Inc."
( 3 )1/48th of the option vests on each of the forty-eight (48) monthly anniversaries of October 15, 2019, provided that Ms. Krehlik remains in continuous service as of the applicable vesting date.
( 4 )Received in exchange for an employee stock option to acquire 124,600 shares of common stock of Old Adicet for $0.740 per share in connection with the Merger.
( 5 )1/48th of the shares of common stock subject to the option shall vest on each of the forty-eight (48) monthly anniversaries of the vesting commencement date, provided that Ms. Krehlik remains in continuous service as of the applicable vesting date.

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).
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