SEC Form 4 · accession 0000769993-18-000385
T2 Biosystems, Inc. · TTOO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 8, 2018
Accepted (ET)
Jun 12, 2018 · 5:42 pm EDT
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 StockF1,F2,F3,F4 | Jun 8, 2018 | A | 9,000 | $0.00 | A | 4,224,894 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F1,F4 | $8.92 | holding | — | — | — | — | Mar 9, 2026 | Common Stock | 66,176 | 66,176 | I |
Explanation of responses
- F1This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any.
- F2The 9,000 shares of common stock, par value $0.001 per share (the "Common Stock"), were granted pursuant to T2 Biosystems, Inc.'s (the "Company") Amended and Restated 2014 Incentive Award Plan under the Company's Non-Employee Director Compensation Program (the "Plan"), consisting of 9,000 restricted stock units granted to Adrian M. Jones, a managing director of Goldman Sachs, in his capacity as a director of the Company. The grant of 9,000 restricted stock units shall become fully vested on June 8, 2019, subject to Mr. Jones continuing in service on the Company's board of directors through such vesting date. Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. Mr. Jones has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.
- F3GS Group may be deemed to beneficially own 36,708 shares of Common Stock by reason of 36,708 restricted stock units that were granted to Mr. Jones pursuant to the Plan. The Reporting Persons may be deemed to beneficially own indirectly, in the aggregate, 4,157,240 shares of Common Stock of the Company by reason of the direct beneficial ownership of Common Stock by certain investment entities (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 the investment manager of certain of the GS Funds. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 30,946 shares of Common Stock and Goldman Sachs also had an open short position of 16 shares of Common Stock, reflecting changes due to exempt transactions.
- F4The options to purchase 66,176 shares of Common Stock of the Company were granted to Mr. Jones in his capacity as a director of the Company pursuant to the Plan. The options vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, which was March 9, 2016, subject to Mr. Jones continuing in service on the Company's board of directors through each such vesting date. Mr. Jones has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.