Sec Form 4 Filing - Justice Angela @ TCR2 THERAPEUTICS INC. - 2022-11-17

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
Justice Angela
2. Issuer Name and Ticker or Trading Symbol
TCR2 THERAPEUTICS INC. [ TCRR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief People Officer
(Last) (First) (Middle)
C/O TCR2 THERAPEUTICS, 100 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2022
(Street)
CAMBRIDGE, MA02142
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 9,693 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
Stock Option (right to buy) $ 14.81 11/17/2022 D 16,398 ( 1 ) 10/11/2029 Common Stock 16,398 $ 0( 2 ) 0 D
Restricted Stock Unit (right to buy) ( 3 ) 11/17/2022 A 5,466 ( 4 ) ( 4 ) Common Stock 5,466 $ 0( 2 ) 5,466 D
Stock Option (right to buy) $ 14.81 11/17/2022 D 176,850 ( 1 ) 10/11/2029 Common Stock 176,850 $ 0( 5 ) 0 D
Restricted Stock Unit (right to buy) ( 3 ) 11/17/2022 A 58,950 ( 4 ) ( 4 ) Common Stock 58,950 $ 0( 5 ) 58,950 D
Stock Option (right to buy) $ 16.1 11/17/2022 D 3,791 ( 6 ) 12/18/2029 Common Stock 3,791 $ 0( 7 ) 0 D
Restricted Stock Unit (right to buy) ( 3 ) 11/17/2022 A 1,264 ( 8 ) ( 8 ) Common Stock 1,264 $ 0( 7 ) 1,264 D
Stock Option (right to buy) $ 16.1 11/17/2022 D 7,876 ( 6 ) 12/18/2029 Common Stock 7,876 $ 0( 9 ) 0 D
Restricted Stock Unit (right to buy) ( 3 ) 11/17/2022 A 2,626 ( 8 ) ( 8 ) Common Stock 2,626 $ 0( 9 ) 2,626 D
Stock Option (right to buy) $ 31.83 11/17/2022 D 4,414 ( 10 ) 12/09/2030 Common Stock 4,414 $ 0( 11 ) 0 D
Restricted Stock Unit (right to buy) ( 3 ) 11/17/2022 A 803 ( 12 ) ( 12 ) Common Stock 803 $ 0( 11 ) 803 D
Stock Option (right to buy) $ 31.83 11/17/2022 D 62,586 ( 10 ) 12/09/2030 Common Stock 62,586 $ 0( 13 ) 0 D
Restricted Stock Unit (right to buy) ( 3 ) 11/17/2022 A 11,380 ( 12 ) ( 12 ) Common Stock 11,380 $ 0( 13 ) 11,380 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Justice Angela
C/O TCR2 THERAPEUTICS
100 BINNEY STREET
CAMBRIDGE, MA02142
Chief People Officer
Signatures
/s/ Margaret Siegel as Attorney-in-Fact 11/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This cancelled option vested 25% on October 10, 2020 with the remaining 75% vesting in 36 substantially equal monthly installments thereafter.
( 2 )On November 17, 2022, the issuer canceled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on October 10, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 5,466.
( 3 )Each restricted stock unit represents a right to receive one share of the issuer's common stock at the time of vesting for no consideration.
( 4 )79% of these restricted stock units will vest on December 1, 2022 and the remaining 21% will vest on December 1, 2023.
( 5 )On November 17, 2022, the issuer canceled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on October 10, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 58,950.
( 6 )This cancelled option vested 25% on January 1, 2021 and the remaining 75% vests in 36 substantially equal monthly installments thereafter.
( 7 )On November 17, 2022, the issuer canceled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 19, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 1,264.
( 8 )73% of these restricted stock units will vest on December 1, 2022, 25% will vest on December 1, 2023 and the remaining 2% will vest on December 1, 2024.
( 9 )On November 17, 2022, the issuer cancelled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 19, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 2,626.
( 10 )This cancelled option vested 25% on January 1, 2022 and the remaining 75% vests in 36 substantially equal monthly installments thereafter.
( 11 )On November 17, 2022, the issuer cancelled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 10, 2020. In exchange for such stock option, the reporting person received restricted stock units in the amount of 803.
( 12 )48% of these restricted stock units will vest on December 1, 2022, 25% will vest on December 1, 2023, 25% will vest on December 1, 2024 and the remaining 2% will vest on December 1, 2025.
( 13 )On November 17, 2022, the issuer cancelled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 10, 2020. In exchange for such stock option, the reporting person received restricted stock units in the amount of 11,380.

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