Form 4: Translate Bio, Inc. (TBIO), Meyer Robert J., transaction 09/14/2021

Summary

Robert J. Meyer, a director of Translate Bio, Inc. [TBIO], reports option dispositions dated 09/14/2021 in this Form 4. The options covered 18,900 shares at $10.2, 37,800 shares at $7.49, 18,900 shares at $15.33 and 20,000 shares at $20.43, with nothing owned after the transactions. The first footnote says the issuer was acquired in a cash tender by an indirect subsidiary of Sanofi, a French societe anonyme, at $38.00 per share, and that all issuer stock options were converted into cash consideration. The other footnotes give grant dates of June 18, 2019, January 2, 2019, June 16, 2020 and June 16, 2021 with the vesting terms. Paul D. Burgess signs as attorney-in-fact for Robert Meyer, M.D. on 09/14/2021.

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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 * Meyer Robert J. (Last) (First) (Middle) C/O TRANSLATE BIO, INC. 29 HARTWELL AVE (Street) LEXINGTON MA 02421 (City) (State) (Zip) | Meyer Robert J. | (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
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 (1) | 18,900 | (2) | 06/17/2029 | Common Stock | 18,900 | $ 0.00 | 0 | D
Stock Option (right to buy) | $ 7.49 | 09/14/2021 | S (1) | 37,800 | (3) | 01/01/2029 | Common Stock | 37,800 | $ 0.00 | 0 | D
Stock Option (right to buy) | $ 15.33 | 09/14/2021 | S (1) | 18,900 | (4) | 06/15/2030 | Common Stock | 18,900 | $ 0.00 | 0 | D
Stock Option (right to buy) | $ 20.43 | 09/14/2021 | S (1) | 20,000 | (5) | 06/15/2031 | Common Stock | 20,000 | $ 0.00 | 0 | D
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. 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.
2. 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.
3. This option was granted on January 2, 2019. The shares underlying this option are scheduled to vest and become exercisable in equal monthly installments, beginning on February 2, 2019 and ending on the three year anniversary of January 2, 2019.
4. 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.
5. 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.
Remarks:
/s/ Paul D. Burgess, as attorney-in-fact for Robert Meyer, M.D. | 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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