Chimovits Erez 4
4 · Adicet Bio, Inc. · Filed Sep 17, 2020
Insider Transaction Report
Form 4
Adicet Bio, Inc.ACET
Chimovits Erez
Director
Transactions
- Award
Common Stock
2020-09-15+292,607→ 292,607 total(indirect: See Footnotes) - Award
Common Stock
2020-09-15+902,885→ 902,855 total(indirect: See Footnotes) - Award
Stock Option (Right to Buy)
2020-09-17+30,000→ 30,000 totalExercise: $16.11Exp: 2030-09-17→ Common Stock (30,000 underlying)
Footnotes (6)
- [F1]Received in exchange for 7,281,335 shares of the common stock of Adicet Bio, Inc., ("Old Adicet") on the closing of the merger (the "Merger") pursuant to the Agreement and Plan of Merger dated April 18, 2020 (the "Merger Agreement") by and among the Issuer, Old Adicet and Project Oasis Merger Sub, Inc., a direct, wholly-owned subsidiary of the Issuer, whereby each share of Old Adicet common stock was canceled and automatically converted into .1240 shares of Issuer common stock (the "Exchange Ratio"), with fractional shares being eliminated after first being aggregated, as provided in the Merger Agreement. The Issuer was renamed Adicet Bio, Inc. following the closing of the Merger.
- [F2]These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP, and OrbiMed Israel GP Ltd. ("OrbiMed Israel GP") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed BioFund and OrbiMed Israel GP may be deemed to have voting and investment power with respect to the shares held directly by OIP noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Israel GP exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz, and the Reporting Person, each of whom disclaims beneficial ownership of the shares held by OIP.
- [F3]Received in exchange for 2,359,734 shares of the common stock of Old Adicet on the closing of the Merger, as described in footnote 2.
- [F4]These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OrbiMed Israel GP II") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("OrbiMed Israel II") is the general partner of OrbiMed Israel GP II. By virtue of such relationships, OrbiMed Israel GP II and OrbiMed Israel II may be deemed to have voting and investment power with respect to the shares held directly by OIP II noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Israel II exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz, and the Reporting Person, each of whom disclaims beneficial ownership of the shares held by OIP II.
- [F5]Each of the Reporting Person, OrbiMed BioFund, OrbiMed Israel GP, OrbiMed Israel GP II, and OrbiMed Israel II disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed BioFund, OrbiMed Israel GP, OrbiMed Israel GP II, or OrbiMed Israel II is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- [F6]This option was granted on September 17, 2020 with respect to 30,000 shares of Common Stock. 1/36th of the shares of the Issuer's common stock subject to the option shall vest on each of the next thirty-six (36) monthly anniversaries of the grant date, provided that the Reporting Person remains in continuous service as of the applicable vesting date. Pursuant to agreements with OrbiMed BioFund, OrbiMed Israel GP, OrbiMed Israel GP II and OrbiMed Israel II, the Reporting Person is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed BioFund, OrbiMed Israel GP, OrbiMed Israel GP II, and OrbiMed Israel II, which will in turn ensure that such securities or economic benefit are provided to OIP and OIP II.