Sec Form 4 Filing - Galimi Francesco @ Adicet Bio, Inc. - 2022-04-01

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
Galimi Francesco
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)
SVP & Chief Medical Officer
(Last) (First) (Middle)
C/O ADICET BIO, INC., 200 CLARENDON STREET, FLOOR 6
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2022
(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
Common Stock 04/01/2022 M( 1 ) 7,621 A $ 5.97 67,538 D
Common Stock 04/01/2022 S( 1 ) 7,621 D $ 21 59,917 D
Common Stock 04/04/2022 M( 1 ) 6,036 A $ 13.27 65,953 D
Common Stock 04/04/2022 S( 1 ) 6,036 D $ 21 59,917 D
Common Stock 04/04/2022 M( 1 ) 168 A $ 5.97 60,085 D
Common Stock 04/04/2022 S( 1 ) 168 D $ 21 59,917 D
Common Stock 04/04/2022 M( 1 ) 1,775 A $ 16.82 61,692 D
Common Stock 04/04/2022 S( 1 ) 1,775 D $ 21 59,917 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
Employee Stock Option (Right to Buy) $ 5.97 04/01/2022 M( 1 ) 7,621 ( 2 ) 10/15/2029 Common Stock 7,621 ( 3 ) 113,820 D
Employee Stock Option (Right to Buy) $ 13.27 04/04/2022 M( 1 ) 6,036 ( 4 ) 01/12/2031 Common Stock 6,036 $ 0 73,964 D
Employee Stock Option (Right to Buy) $ 5.97 04/04/2022 M( 1 ) 168 ( 2 ) 10/15/2029 Common Stock 168 ( 3 ) 113,652 D
Employee Stock Option (Right to Buy) $ 16.82 04/04/2022 M( 1 ) 1,775 ( 5 ) 02/11/2031 Common Stock 1,775 $ 0 26,625 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Galimi Francesco
C/O ADICET BIO, INC.
200 CLARENDON STREET, FLOOR 6
BOSTON, MA02116
SVP & Chief Medical Officer
Signatures
/s/ Nick Harvey, Attorney-in-Fact 04/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person on April 30, 2021.
( 2 )A total of 128,424 shares subject to an employee stock option were received as described in footnote (3). 25% of the shares vested on September 23, 2020, and 1/36th of the remaining unvested shares vest on each of the next thirty-six (36) monthly anniversaries thereafter, provided that the Reporting Person remains in continuous service as of the applicable vesting date.
( 3 )Received in exchange for an employee stock option to acquire 1,035,685 shares of common stock of Adicet Bio, Inc., a Delaware corporation ("Old Adicet"), for $0.740 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."
( 4 )A total of 80,000 shares subject to an employee stock option were granted on January 13, 2021, with 1/48th of the shares vesting on each of the next forty-eight (48) monthly anniversaries thereafter, provided that the Reporting Person remains in continuous service as of the applicable vesting dates.
( 5 )A total of 28,400 shares subject to an employee stock option were granted on February 12, 2021, with 1/48th of the shares vesting on each of the next forty-eight (48) monthly anniversaries thereafter, provided that the Reporting Person remains in continuous service as of the applicable vesting dates.

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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