Form 4: Translate Bio, Inc. (TBIO), Formela Jean Francois, transaction 09/14/2021

Summary

Jean-Francois Formela, a director of Translate Bio, Inc. [TBIO], reports in this Form 4 the disposal on 09/14/2021 of 2,055,063 shares of common stock at $38, leaving 0 owned indirectly. A footnote states that 1,872,115 of these shares were owned directly by Atlas Venture Fund VIII, L.P. and 182,948 by Atlas Venture Associates VIII, L.P., and that Dr. Formela disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest. Table II reports options on 18,900 shares at $10.2, 18,900 at $15.33, 20,000 at $20.43 and 37,800 at $8.34, disposed of as well. Per the footnotes, the issuer was acquired in a cash tender by an indirect subsidiary of Sanofi at $38.00 per share and options were converted into cash. Frank Castellucci signs as attorney-in-fact on 09/14/2021.

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Full text

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 * FORMELA JEAN FRANCOIS (Last) (First) (Middle) C/O TRANSLATE BIO, INC. 29 HARTWELL AVE (Street) LEXINGTON MA 02421 (City) (State) (Zip) | FORMELA JEAN FRANCOIS | (Last) | (First) | (Middle) | C/O TRANSLATE BIO, INC. | 29 HARTWELL AVE | 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) X Director 10% Owner Officer (give title below) Other (specify below) | X | Director | 10% Owner | Officer (give title below) | Other (specify below)
3. Date of Earliest Transaction
 (Month/Day/Year) 09/14/2021
4. If Amendment, Date of Original Filed
 (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person | X | Form filed by One Reporting Person | 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 | 09/14/2021 | S (1) | 2,055,063 (1) | D | $ 38 | 0 | I | See Footnote (2)
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
Stock Option (right to buy) | $ 10.2 | 09/14/2021 | S (3) | 18,900 | (4) | 06/17/2029 | Common Stock | 18,900 | $ 0.00 | 0 | D (5)
Stock Option (right to buy) | $ 15.33 | 09/14/2021 | S (3) | 18,900 | (6) | 06/15/2030 | Common Stcok | 18,900 | $ 0.00 | 0 | D (5)
Stock Option (right to buy) | $ 20.43 | 09/14/2021 | S (3) | 20,000 | (7) | 06/15/2031 | Common Stock | 20,000 | $ 0.00 | 0 | D (5)
Stock Option (right to buy) | $ 8.34 | 09/14/2021 | S (3) | 37,800 | (8) | 03/06/2028 | Common Stock | 37,800 | $ 0.00 | 0 | D (5)
Explanation of Responses:
1. As of September 14, 2021, Issuer was acquired in a cash tender by an indirect subsidiary of Sanofi, a French societe anonyme at a purchase price of $38.00 per share (the "Tender Offer"), as described more fully in the Schedule 14D-9 filed by the Issuer on August 16, 2021.
2. 1,872,115 of these shares are held directly by Atlas Venture Fund VIII, L.P. ("Atlas VIII''). 182,948 of these shares are held directly by Atlas Venture Associates VIII, L.P. ("AVA VIII LP"), the general partner of Atlas VIII. These shares were previously received by AVA VIII LP in a pro-rata stock distribution pursuant to a Rule 10b5-1 plan established by Atlas VIII. Atlas Venture Associates VIII, Inc. ("AVA VIII INC") is the sole general partner of AVA VIII LP. Dr. Formela is a director of AVA VIII INC and disclaims Section 16 beneficial ownership of the securities held by Atlas VIII and Atlas VIII LP, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed to be an admission that Dr. Formela is the beneficial owner of such shares for the purposes of Section 16 or any other purpose.
3. Under the terms of the Tender Offer, Issuer outstanding stock options, if not vested became vested, and all Issuer stock options were converted into cash consideration at the amount of the difference between the exercise price of the option and the Tender Offer price of $38.00 per share.
4. This option was granted on June 18, 2019. The shares underlying this option became fully vested on the date of the Issuer's annual meeting of stockholders following the date of the grant, or June 16, 2020.
5. This stock option was granted to the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of common stock issued to the Reporting Person upon exercise of this stock option will be transferred to Atlas Venture Advisors, Inc. and as such, the Reporting Person disclaims ownership of such securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any.
6. This option was granted on June 16, 2020. The shares underlying this option became fully vested on the date of the Issuer's annual meeting of stockholders following the date of the grant, or June 16, 2021.
7. This option was granted on June 16, 2021. This option will vest and become exercisable in full on the one year anniversary of the date of the award, or if earlier, the date of the Issuer's next annual meeting of stockholders following the date of the grant.
8. This option was granted on March 7, 2018, with 25% of the shares underlying the option vesting on March 7, 2019 and thereafter 2.0833% vesting monthly until March 7, 2022.
Remarks:
/s/ Frank Castellucci, as attorney-in-fact for Jean-Francois Formela | 09/14/2021
** 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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