Sec Form 4 Filing - Galimi Francesco @ Adicet Bio, Inc. - 2023-08-14

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 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 BERKELEY STREET, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/14/2023 (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 Stock Option (Right to Buy) $ 5.97 08/14/2023 D( 1 ) 113,652 ( 2 ) 10/15/2029 Common Stock 113,652 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 2.14 ( 3 ) 08/14/2023 A( 1 ) 113,652 ( 2 ) 10/15/2029 Common Stock 113,652 $ 0 ( 1 ) 113,652 D Stock Option (Right to Buy) $ 16.11 08/14/2023 D( 1 ) 77,269 ( 4 ) 09/16/2030 Common Stock 77,269 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 2.14 ( 3 ) 08/14/2023 A( 1 ) 77,269 ( 4 ) 09/16/2030 Common Stock 77,269 $ 0 ( 1 ) 77,269 D Stock Option (Right to Buy) $ 13.27 08/14/2023 D( 1 ) 73,964 ( 5 ) 01/12/2031 Common Stock 73,964 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 2.14 ( 3 ) 08/14/2023 A( 1 ) 73,964 ( 5 ) 01/12/2031 Common Stock 73,964 $ 0 ( 1 ) 73,964 D Stock Option (Right to Buy) $ 16.82 08/14/2023 D( 1 ) 26,625 ( 6 ) 02/11/2031 Common Stock 26,625 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 2.14 ( 3 ) 08/14/2023 A( 1 ) 26,625 ( 6 ) 02/11/2031 Common Stock 26,625 $ 0 ( 1 ) 26,625 D Stock Option (Right to Buy) $ 15.52 08/14/2023 D( 1 ) 125,000 ( 7 ) 01/06/2032 Common Stock 125,000 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 2.14 ( 3 ) 08/14/2023 A( 1 ) 125,000 ( 7 ) 01/06/2032 Common Stock 125,000 $ 0 ( 1 ) 125,000 D Stock Option (Right to Buy) $ 9.05 08/14/2023 D( 1 ) 117,200 ( 8 ) 01/23/2033 Common Stock 117,200 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 2.14 ( 3 ) 08/14/2023 A( 1 ) 117,200 ( 8 ) 01/23/2033 Common Stock 117,200 $ 0 ( 1 ) 117,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Galimi Francesco C/O ADICET BIO, INC. 200 BERKELEY STREET, 19TH FLOOR BOSTON, MA02116 SVP & Chief Medical Officer Signatures /s/ Nick Harvey, Attorney-in-Fact 08/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 8, 2023, the Issuer's Board of Directors approved an option repricing (the "Repricing"), effective as of August 14, 2023 (the "Effective Date"). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. ( 2 )A total of 128,424 shares subject to an employee stock option were granted to the Reporting Person on September 15, 2020, with 25% of the shares subject to this option vested and exercisable on September 23, 2020, and the remaining 75% vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. The Reporting Person previously exercised 14,772 shares subject to this option. ( 3 )The exercise price of the option is $2.14 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date; provided that the repriced option will revert to its original exercise price if, prior to the first anniversary of the Effective Date, (a) the Reporting Person's employment is terminated by the Issuer with cause or by the Reporting Person or (b) the option is exercised. ( 4 )The shares subject to this option shall vest in forty-eight (48) equal installments on each monthly anniversary following September 17, 2020, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. ( 5 )A total of 80,000 shares subject to an employee stock option were granted on January 13, 2021, with the shares subject to this option vesting in forty-eight (48) equal installments on each monthly anniversary following January 13, 2021, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. The Reporting Person previously exercised 6,036 shares subject to this option. ( 6 )A total of 28,400 shares subject to an employee stock option were granted on February 12, 2023, with the shares subject to this option vesting in forty-eight (48) equal installments on each monthly anniversary following February 12, 2021, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. The Reporting Person previously exercised 1,775 shares subject to this option. ( 7 )The shares subject to this option shall vest in forty-eight (48) equal installments on each monthly anniversary following January 7, 2022, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. ( 8 )The shares subject to this option shall vest in forty-eight (48) equal installments on each monthly anniversary following January 24, 2023, subject to the Reporting Person's continued service with the Issuer 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).

** 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.