Translate Bio, Inc. Form 4 (June 3, 2020)

Summary

Shire Human Genetic Therapies, Inc. and Takeda Pharmaceutical Company Limited, filing jointly as 10% owners of Translate Bio, Inc. [TBIO], report on this Form 4 a sale of 40,086 shares of common stock on June 3, 2020. The weighted average sales price was $19.75, with actual prices ranging from $19.11 to $20.00. After the sale, Shire Human Genetic Therapies, Inc. owns 6,824,992 shares directly. Footnotes state Shire is an indirect wholly owned subsidiary of Takeda Pharmaceutical Company Limited, an indirect beneficial owner of the shares. The form is signed /s/ Paul A. Sundberg, Assistant Secretary of Shire, and /s/ Amit Singh, Senior Vice President and Head of Treasury of Takeda, on 06/05/2020.

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SEC Form 4

FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person * Shire Human Genetic Therapies, Inc. (Last) (First) (Middle) 300 SHIRE WAY (Street) LEXINGTON MA 02421 (City) (State) (Zip) | Shire Human Genetic Therapies, Inc. | (Last) | (First) | (Middle) | 300 SHIRE WAY | LEXINGTON | MA | 02421 | (City) | (State) | (Zip) | 2. Issuer Name and Ticker or Trading Symbol Translate Bio, Inc. [ TBIO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
3. Date of Earliest Transaction
 (Month/Day/Year) 06/03/2020
4. If Amendment, Date of Original Filed
 (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person | Form filed by One Reporting Person | X | Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr.
 3) | 2. Transaction Date
 (Month/Day/Year) | 2A. Deemed Execution Date, if any
 (Month/Day/Year) | 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 | 06/03/2020 | S | 40,086 | D | $ 19.75 (1) | 6,824,992 | D (2) (3)
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
 (Month/Day/Year) | 3A. Deemed Execution Date, if any
 (Month/Day/Year) | 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
 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person * Shire Human Genetic Therapies, Inc. (Last) (First) (Middle) 300 SHIRE WAY (Street) LEXINGTON MA 02421 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below) | Shire Human Genetic Therapies, Inc. | (Last) | (First) | (Middle) | 300 SHIRE WAY | LEXINGTON | MA | 02421 | (City) | (State) | (Zip) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
1. Name and Address of Reporting Person * TAKEDA PHARMACEUTICAL CO LTD (Last) (First) (Middle) 1-1, NIHONBASHI-HONCHO 2-CHOME (Street) CHUO-KU, TOKYO M0 103-8668 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below) | TAKEDA PHARMACEUTICAL CO LTD | (Last) | (First) | (Middle) | 1-1, NIHONBASHI-HONCHO 2-CHOME | CHUO-KU, TOKYO | M0 | 103-8668 | (City) | (State) | (Zip) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
Explanation of Responses:
1. Weighted average of sales prices. Actual prices range from $19.11 to $20.00. Information regarding the number of shares sold at each separate price will be provided upon request by the Staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
2. This statement is being filed jointly by Shire Human Genetic Therapies, Inc. and Takeda Pharmaceutical Company Limited.
3. These shares are owned directly by Shire Human Genetic Therapies, Inc., which is an indirect wholly owned subsidiary of Takeda Pharmaceutical Company Limited. Takeda Pharmaceutical Company Limited is an indirect beneficial owner of the reported securities.
Remarks:
/s/ Paul A. Sundberg, Assistant Secretary of Shire Human Genetic Therapies, Inc. | 06/05/2020
/s/ Amit Singh, Senior Vice President and Head of Treasury of Takeda Pharmaceutical Company
Limited | 06/05/2020
** Signature of Reporting Person | 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.

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