SEC Form 4 · accession 0000899243-18-002318

Adicet Bio, Inc. · ACET

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

ORBIMED ADVISORS LLC

Director · 10% Owner

OrbiMed Capital GP VI LLC

Director · 10% Owner

Period of report

Jan 30, 2018

Accepted (ET)

Jan 30, 2018 · 6:41 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001720580

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Jan 30, 2018	C	2,425,485	—	A	2,425,485	I	See Footnotes
Common Stock^F4,F2,F3	Jan 30, 2018	C	1,871,569	—	A	4,297,054	I	See Footnotes
Common Stock^F2,F3	Jan 30, 2018	P	533,333	$15.00	A	4,830,387	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
Series A Preferred Stock^F2,F3,F5	—	Jan 30, 2018	C	2,425,482	D	—	—	Common Stock	2,425,485	0	I
Series B Preferred Stock^F2,F3,F5	—	Jan 30, 2018	C	1,871,569	D	—	—	Common Stock	1,871,569	0	I

Explanation of responses

F1Represents the total number of shares of Common Stock received by the Reporting Person upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
F2These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F3This report on Form 4 is jointly filed by GP VI and Advisors. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, Jonathan T. Silverstein, a member of Advisors, to serve on the Company's board of directors. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
F4Represents the total number of shares of Common Stock received by the Reporting Person upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
F5All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1.2804-for-1 basis on January 30, 2018 and had no expiration date.