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Sec Form 4 Filing - Jovan-Embiricos Morana @ TCR2 THERAPEUTICS Inc - 2019-02-19

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Jovan-Embiricos Morana
2. Issuer Name and Ticker or Trading Symbol
TCR2 THERAPEUTICS INC. [ TCRR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O TCR2 THERAPEUTICS INC., 100 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2019
(Street)
CAMBRIDGE, MA02142
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 02/19/2019 C 1,614,515 A 1,614,515 I By Fund ( 2 )
Common Stock 02/19/2019 C 193,742 A 193,742 I By Fund ( 4 )
Common Stock 02/19/2019 C 410,168 A 410,168 I By Fund ( 5 )
Common Stock 02/19/2019 C 282,540 A 282,540 I By Fund ( 6 )
Common Stock 02/19/2019 C 403,629 A 403,629 I By Fund ( 7 )
Common Stock 02/19/2019 P 200,000 A $ 15 200,000 I By Fund ( 8 )
Common Stock 02/19/2019 P 166,667 A $ 15 166,667 I By Fund ( 9 )
Common Stock 02/19/2019 P 166,667 A $ 15 449,207 I By Fund ( 6 )
Common Stock 02/19/2019 P 133,333 A $ 15 536,962 I By Fund ( 7 )
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
Series A Preferred Stock ( 1 ) 02/19/2019 C 10,000,001 ( 1 ) ( 1 ) Common Stock 1,614,515 ( 1 ) 0 I By Fund ( 2 )
Series B Preferred Stock ( 3 ) 02/19/2019 C 1,200,000 ( 3 ) ( 3 ) Common Stock 193,742 ( 3 ) 0 I By Fund ( 4 )
Series B Preferred Stock ( 3 ) 02/19/2019 C 2,540,500 ( 3 ) ( 3 ) Common Stock 410,168 ( 3 ) 0 I By Fund ( 5 )
Series B Preferred Stock ( 3 ) 02/19/2019 C 1,750,000 ( 3 ) ( 3 ) Common Stock 282,540 ( 3 ) 0 I By Fund ( 6 )
Series B Preferred Stock ( 3 ) 02/19/2019 C 2,500,000 ( 3 ) ( 3 ) Common Stock 403,629 ( 3 ) 0 I By Fund ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jovan-Embiricos Morana
C/O TCR2 THERAPEUTICS INC.
100 BINNEY STREET
CAMBRIDGE, MA02142
X X
Globeways Holdings Ltd
3RD FLOOR, GENEVE PLACE, WATERFRONT DR
PO BOX 3175, ROAD TOWN, TORTOLA, BVI
CH-1205 GENEVA, V8
X
Globeways Holdings II Ltd
3RD FLOOR, GENEVE PLACE, WATERFRONT DR
PO BOX 3175, ROAD TOWN TORTOLA, BVI
CH-1205 GENEVA, V8
X
F2 Capital I 2015 Ltd
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,
GENEVA, V8CH-1205
X
F2 Bioscience II 2017 Ltd
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,
GENEVA, V8CH-1205
X
F2 Captial I 2017 Ltd
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,
GENEVA, V8CH-1205
X
F2 MG Ltd
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,
GENEVA, V8CH-1205
X
F2 - TPO Investments LLC
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,
GENEVA, V8CH-1205
X
F2 BBG LLC
C/O SINGER MCKEON INC, 8 WEST 38TH ST
SUITE 1001
NEW YORK, NY10018
X
F2 Capital I 2019, LLC
C/O SINGER MCKEON INC, 8 WEST 38TH ST
SUITE 1001
NEW YORK, NY10018
X
Signatures
/s/ Morana Jovan-Embiricos 02/21/2019
** Signature of Reporting Person Date
/s/ Rachel Hingham and Ivan Bedford for Globeways Holdings Limited 02/21/2019
** Signature of Reporting Person Date
/s/ Rachel Hingham and Ivan Bedford for Globeways Holdings II Limited 02/21/2019
** Signature of Reporting Person Date
/s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2015 Limited 02/21/2019
** Signature of Reporting Person Date
/s/ Rachel Hingham and Ivan Bedford for F2 Bioscience II 2017 Limited 02/21/2019
** Signature of Reporting Person Date
/s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2017 Limited 02/21/2019
** Signature of Reporting Person Date
/s/ Rachel Hingham and Ivan Bedford for F2 MG Limited 02/21/2019
** Signature of Reporting Person Date
/s/ Rachel Hingham and Ivan Bedford for F2-TPO Investments, LLC 02/21/2019
** Signature of Reporting Person Date
/s/ Rachel Hingham and Ivan Bedford for F2 BBG LLC 02/21/2019
** Signature of Reporting Person Date
/s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2019, LLC 02/21/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock converted into shares of the Issuer's common stock, par value $0.0001 ("Common Stock"), on a 6.1938:1 basis upon the closing of the Issuer's initial public offering.
( 2 )The reported securities are owned directly by F2 Capital I 2015 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2015 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2015 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
( 3 )Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a 6.1938:1 basis upon the closing of the Issuer's initial public offering..
( 4 )The reported securities are owned directly by F2 Bioscience II 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Bioscience II 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience II 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
( 5 )The reported securities are owned directly by F2 Capital I 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
( 6 )The reported securities are owned directly by F2 MG Limited. Globeways Holdings Limited is the appointed manager of F2 MG Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
( 7 )The reported securities are owned directly F2-TPO Investments, LLC. Globeways Holdings Limited is the appointed manager of F2-TPO Investments, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO Investments, LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
( 8 )The reported securities are owned directly by F2 BBG LLC. Globeways Holdings II Limited is the appointed manager of F2 BBG LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 BBG LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings II Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
( 9 )The reported securities are owned directly by F2 Capital I 2019, LLC. Globeways Holdings II Limited is the appointed manager of F2 Capital I 2019, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2019, LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings II Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

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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