SEC Form 4 · accession 0000769993-15-001055
T2 Biosystems, Inc. · TTOO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J. Carella
Director
Period of report
Dec 9, 2015
Accepted (ET)
Dec 11, 2015 · 8:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001492674
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F1 | Dec 9, 2015 | P | 700,000 | $9.75 | A | 4,157,240 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock options (Right to buy)F1,F4 | $18.59 | holding | — | — | — | — | Jun 19, 2025 | Common Stock | 17,647 | 17,647 | I |
Explanation of responses
- F1The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- F2In connection with the closing of a follow-on public offering (the "Offering") of Common Stock, par value $0.001 per share (the "Common Stock") of T2 Biosystems, Inc. which occurred on December 9, 2015, certain investment entities (the "GS Funds"), purchased an aggregate of 700,000 shares of Common Stock at the Offering price of $9.75 per share of Common Stock.
- F3GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 4,157,240 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by certain of the GS Funds because GS Group, or affiliates of GS Group and Goldman Sachs, are the general partner, managing general partner, managing partner, managing member or member of each of the GS Funds. Goldman Sachs is a wholly owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Funds.
- F4The stock options vest and become exercisable in 12 substantially equal monthly installments commencing June 19, 2015. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.