SEC Form 4 · accession 0000899243-19-004404
TCR2 THERAPEUTICS INC. · TCRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Morana Jovan-Embiricos
Director · 10% Owner
Globeways Holdings Ltd
10% Owner
F2 Bioscience II 2017 Ltd
10% Owner
F2 Captial I 2017 Ltd
10% Owner
F2 Capital I 2015 Ltd
10% Owner
F2 MG Ltd
10% Owner
F2 - TPO Investments LLC
10% Owner
F2 BBG LLC
10% Owner
F2 Capital I 2019, LLC
10% Owner
Globeways Holdings II Ltd
10% Owner
Period of report
Feb 19, 2019
Accepted (ET)
Feb 21, 2019 · 5:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001750019
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 19, 2019 | C | 1,614,515 | — | A | 1,614,515 | I | By Fund |
| Common StockF3,F4 | Feb 19, 2019 | C | 193,742 | — | A | 193,742 | I | By Fund |
| Common StockF3,F5 | Feb 19, 2019 | C | 410,168 | — | A | 410,168 | I | By Fund |
| Common StockF3,F6 | Feb 19, 2019 | C | 282,540 | — | A | 282,540 | I | By Fund |
| Common StockF3,F7 | Feb 19, 2019 | C | 403,629 | — | A | 403,629 | I | By Fund |
| Common StockF8 | Feb 19, 2019 | P | 200,000 | $15.00 | A | 200,000 | I | By Fund |
| Common StockF9 | Feb 19, 2019 | P | 166,667 | $15.00 | A | 166,667 | I | By Fund |
| Common StockF6 | Feb 19, 2019 | P | 166,667 | $15.00 | A | 449,207 | I | By Fund |
| Common StockF7 | Feb 19, 2019 | P | 133,333 | $15.00 | A | 536,962 | I | By Fund |
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 StockF1,F2 | — | Feb 19, 2019 | C | 10,000,001 | D | — | — | Common Stock | 1,614,515 | 0 | I |
| Series B Preferred StockF3,F4 | — | Feb 19, 2019 | C | 1,200,000 | D | — | — | Common Stock | 193,742 | 0 | I |
| Series B Preferred StockF3,F5 | — | Feb 19, 2019 | C | 2,540,500 | D | — | — | Common Stock | 410,168 | 0 | I |
| Series B Preferred StockF3,F6 | — | Feb 19, 2019 | C | 1,750,000 | D | — | — | Common Stock | 282,540 | 0 | I |
| Series B Preferred StockF3,F7 | — | Feb 19, 2019 | C | 2,500,000 | D | — | — | Common Stock | 403,629 | 0 | I |
Explanation of responses
- F1Each share of Series A Preferred Stock converted into shares of the Issuer's common stock, par value $0.0001 ("Common Stock"), on a 6.1938:1 basis upon the closing of the Issuer's initial public offering.
- F2The reported securities are owned directly by F2 Capital I 2015 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2015 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2015 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
- F3Each share of Series B Preferred Stock converted into shares of the Issuer's Common Stock on a 6.1938:1 basis upon the closing of the Issuer's initial public offering..
- F4The reported securities are owned directly by F2 Bioscience II 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Bioscience II 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience II 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
- F5The reported securities are owned directly by F2 Capital I 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
- F6The reported securities are owned directly by F2 MG Limited. Globeways Holdings Limited is the appointed manager of F2 MG Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
- F7The reported securities are owned directly F2-TPO Investments, LLC. Globeways Holdings Limited is the appointed manager of F2-TPO Investments, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO Investments, LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
- F8The reported securities are owned directly by F2 BBG LLC. Globeways Holdings II Limited is the appointed manager of F2 BBG LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 BBG LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings II Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
- F9The reported securities are owned directly by F2 Capital I 2019, LLC. Globeways Holdings II Limited is the appointed manager of F2 Capital I 2019, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2019, LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings II Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.