| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Translate Bio, Inc. [ TBIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/14/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | S(1) | 503,231 | D | $38 | 0 | D | |||
| Common Stock | 09/14/2021(1) | S(1) | 409,913 | D | $38 | 0 | I | By Ronald Renaud 2014 Irrevocable Family Trust | ||
| Common Stock | 09/14/2021(1) | S(1) | 40,909 | D | $38 | 0 | I | By Ronald C. Renaud, Jr. Trust - 2007 | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $7.95 | 09/14/2021 | S(2) | 500,000 | (3) | 03/07/2029 | Common Stock | 500,000 | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $7.66 | 09/14/2021 | S(2) | 525,000 | (4) | 03/02/2030 | Common Stock | 525,000 | $0.00 | 0 | D | ||||
| Stcok Option (right to buy) | $23.82 | 09/14/2021 | S(2) | 325,000 | (5) | 03/09/2031 | Common Stock | 325,000 | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $7.39 | 09/14/2021 | S(2) | 1,071,009 | (6) | 12/21/2027 | Common Stock | 1,071,009 | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $8.34 | 09/14/2021 | S(2) | 89,996 | (7) | 03/06/2028 | Common Stock | 89,996 | $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. |
| 2. 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. |
| 3. This option was granted on March 8, 2019. This option will vest as to 25% of the shares on March 8, 2020, and in thirty-six equal monthly installments thereafter as to the remaining shares through March 8, 2023. |
| 4. This option was granted on March 3, 2020. This option will vest as to 25% of the shares on March 3, 2021, and in thirty-six equal monthly installments thereafter as to the remaining shares through March 3, 2024. |
| 5. This option was granted on March 9, 2021. This option will vest as to 25% of the shares on March 9, 2022, and in thirty-six equal monthly installments thereafter as to the remaining shares through March 9, 2025. |
| 6. This option was granted on December 22, 2017. The shares underlying became fully vested on March 9, 2021. |
| 7. This option was granted on March 7, 2018. The shares underlying the option are scheduled to vest over four years, with 25% of the shares vesting on March 7, 2019 and the remainder vesting in equal monthly installment through March 7, 2022. |
| Remarks: |
| /s/ Paul D. Burgess, as attorney-in-fact for Ronald C. Renaud, Jr. | 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. | ||