SEC Form 4 · accession 0000899243-18-019319
Translate Bio, Inc. · TBIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jean Francois Formela
Director
Period of report
Jul 2, 2018
Accepted (ET)
Jul 3, 2018 · 6:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001693415
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 2, 2018 | C | 3,832,010 | — | A | 3,922,010 | I | By Atlas Venture Fund VIII, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F1 | — | Jul 2, 2018 | C | 12,925,244 | D | — | — | Common Stock | 2,326,567 | 0 | I |
| Series B Preferred StockF2,F1 | — | Jul 2, 2018 | C | 5,838,230 | D | — | — | Common Stock | 1,050,891 | 0 | I |
| Series C Preferred StockF2,F1 | — | Jul 2, 2018 | C | 2,525,253 | D | — | — | Common Stock | 454,550 | 0 | I |
Explanation of responses
- F1The Series A, Series B and Series C Preferred Stock converted into Common Stock on a 5.5555-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A, Series B and Series C Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial pubic offering. The shares had no expiration date.
- F2These shares are held directly by Atlas Venture Fund VIII, L.P. ("Atlas Venture Fund VIII"). The sole general partner of Atlas Venture Fund VIII is Atlas Venture Associates VIII, L.P. ("AVA VIII LP"). Atlas Venture Associates VIII, Inc. ("AVA VIII INC") is the sole general partner of AVA VIII LP. Dr. Formela is a director of AVA VIII INC and disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund VIII, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed to be an admission that Dr. Formela is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.