SEC Form 4 · accession 0000899243-18-019455
Translate Bio, Inc. · TBIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian M. Gallagher Jr.
Director
Period of report
Jul 2, 2018
Accepted (ET)
Jul 5, 2018 · 4:30 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 StockF2,F3 | Jul 2, 2018 | C | 1,674,016 | — | A | 1,674,016 | I | See Footnote |
| Common StockF2,F3 | Jul 2, 2018 | C | 1,300,116 | — | A | 2,974,132 | I | See Footnote |
| Common StockF2,F3 | Jul 2, 2018 | C | 454,550 | — | A | 3,428,682 | I | See Footnote |
| Common StockF1,F3 | Jul 2, 2018 | P | 269,230 | $13.00 | A | 3,697,912 | I | See Footnote |
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 StockF3,F2 | — | Jul 2, 2018 | C | 9,300,000 | D | — | — | Common Stock | 1,674,016 | 0 | I |
| Series B Preferred StockF3,F2 | — | Jul 2, 2018 | C | 7,222,797 | D | — | — | Common Stock | 1,300,116 | 0 | I |
| Series C Preferred StockF3,F2 | — | Jul 2, 2018 | C | 2,525,253 | D | — | — | Common Stock | 454,550 | 0 | I |
Explanation of responses
- F1Reflects shares of the Issuer's Common Stock that were purchased in connection with the Issuer's initial public offering.
- F2The Series A, Series B and Series C Preferred Stock were 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 public offering. The Preferred Stock had no expiration date.
- F3S.R. One, Limited, an indirect,wholly-owned subsidiary of GlaxoSmithKline plc, is the record holder of these shares reported herein. Brian M. Gallagher, Jr. is a Partner and Vice President at S.R. One, Limited and an employee of GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc. Mr. Gallagher disclaims beneficial ownership of all shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purpose of Section 16 or for any other purpose except to the extent of his pecuniary interest therein.