Statement of Changes in Beneficial Ownership (4)
May 05 2023 - 6:53PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TANG KEVIN C |
2. Issuer Name and Ticker or Trading Symbol
TCR2 THERAPEUTICS INC.
[
TCRR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
4747 EXECUTIVE DRIVE, SUITE 210, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2023 |
(Street)
SAN DIEGO, CA 92121 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/3/2023 | | P | | 18513 | A | $1.85 (1) | 3944800 | I | By LP (2) |
Common Stock | 5/4/2023 | | P | | 104241 | A | $1.86 (3) | 4049041 | I | By LP (2) |
Common Stock | 5/5/2023 | | P | | 95759 | A | $1.90 (4) | 4144800 | I | By LP (2) |
Common Stock | 5/5/2023 | | P | | 71064 | A | $1.94 (5) | 4215864 | I | By LP (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The prices reported are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $1.84 to $1.85. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC staff, upon request, all information regarding the number of shares purchased at each price within the ranges set forth in Footnotes 1, 3, 4 and 5 herein. |
(2) | The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP. |
(3) | The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.80 to $1.90. |
(4) | The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.88 to $1.94. |
(5) | The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.93 to $1.95. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TANG KEVIN C 4747 EXECUTIVE DRIVE, SUITE 210 SAN DIEGO, CA 92121 |
| X |
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TANG CAPITAL MANAGEMENT LLC 4747 EXECUTIVE DRIVE SUITE 210 SAN DIEGO, CA 92121 |
| X |
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TANG CAPITAL PARTNERS LP 4747 EXECUTIVE DRIVE SUITE 210 SAN DIEGO, CA 92121 |
| X |
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Signatures
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Kevin Tang | | 5/5/2023 |
**Signature of Reporting Person | Date |
Kevin Tang, Manager | | 5/5/2023 |
**Signature of Reporting Person | Date |
Kevin Tang, Manager of Tang Capital Management, LLC, General Partner | | 5/5/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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