SEC Form 4 · accession 0000769993-19-000004
T2 Biosystems, Inc. · TTOO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adrian M Jones
Director
Period of report
Jan 1, 2019
Accepted (ET)
Jan 3, 2019 · 9:48 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 StockF1,F2,F3,F4,F5 | Jan 1, 2019 | A | 13,289 | $0.00 | A | 4,236,453 | 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,F5 | $8.92 | holding | — | — | — | — | Mar 9, 2026 | Common Stock | 66,176 | 66,176 | I |
Explanation of responses
- F1The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a 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.
- F2The 13,289 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 13,289 restricted stock units granted to the Reporting Person in his capacity as a director of the Company. The grant of 13,289 restricted stock units shall become fully vested on January 1, 2020, subject to the Reporting Person 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. The Reporting Person 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 49,997 shares of Common Stock by reason of 49,997 restricted stock units that were granted to the Reporting Person pursuant to the Plan. GS Group and Goldman Sachs 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 beneficially owns directly and GS Group may be deemed to beneficially own indirectly 29,216 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. Based on the foregoing, the GS Funds and their affiliates collectively may be deemed to beneficially own (continued in footnote 4)
- F4approximately 9.75% of the Company's outstanding Common Stock, as set forth in the Company's most recent quarterly report on Form 10-Q.
- F5The options to purchase 66,176 shares of Common Stock of the Company were granted to the Reporting Person 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 the Reporting Person continuing in service on the Company's board of directors through each such vesting date. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.