Sec Form 3 Filing - SOUTHWELL DAVID P @ TScan Therapeutics, Inc. - 2021-07-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
SOUTHWELL DAVID P
2. Issuer Name and Ticker or Trading Symbol
TScan Therapeutics, Inc. [ TCRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O TSCAN THERAPEUTICS, INC., 830 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2021
(Street)
WALTHAM, MA02451
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
Voting Common Stock 86,899 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) $ 1.97 ( 1 ) 10/08/2028 Voting Common Stock 121,350 D
Employee Stock Option (right to buy) $ 1.97 ( 1 ) 02/04/2029 Voting Common Stock 69,831 D
Employee Stock Option (right to buy) $ 2.46 ( 2 ) 12/17/2029 Voting Common Stock 200,822 D
Employee Stock Option (right to buy) $ 5.82 ( 3 ) 01/26/2031 Voting Common Stock 518,504 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SOUTHWELL DAVID P
C/O TSCAN THERAPEUTICS, INC.
830 WINTER STREET
WALTHAM, MA02451
X Chief Executive Officer
Signatures
/s/ David Southwell 07/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares originally subject to this option vested over 4 years of service following October 9, 2018, with 25% vesting upon completion of 1 year of continuous service to the Issuer and the balance vesting in 36 equal monthly installments thereafter. In addition, all of the shares subject to this option shall vest and become fully exercisable upon a Change of Control (as defined in the option agreement).
( 2 )The shares subject to this option vested over 4 years of service following December 5, 2019, with 25% vesting upon completion of 1 year of continuous service to the Issuer and the balance vesting in 36 equal monthly installments thereafter.
( 3 )The shares subject to this option vested over 4 years of service following January 25, 2021, with 25% vesting upon completion of 1 year of continuous service to the Issuer and the balance vesting in 36 equal monthly installments thereafter.

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