Form 4 for TCRX TScan Therapeutics, Inc.

Accepted 2021-07-22 00:00:00 ET · period of report 2021-07-20 · accession 0000899243-21-029479 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2021-07-22	2021-07-20	TCRX	Westphal Christoph H	10%	C - Cnv Deriv	—	+1.15M	1.15M	New	—
DI	2021-07-22	2021-07-20	TCRX	Westphal Christoph H	10%	P - Purchase	$15.00	+133.3K	1.28M	+12%	+$2.00M
DMI	2021-07-22	2021-07-20	TCRX	Westphal Christoph H	10%	C - Cnv Deriv	—	-1.15M	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Voting Common Stock	2021-07-20	C	A	1,145,505	—	1,145,505	I See footnote	—	—	(F2) Each share of the Issuer's preferred stock automatically converted on a one for one basis into Voting Common Stock immediately prior to the closing of the Issuer's initial public offering, without payment or further consideration. The preferred stock had no expiration date. (F3) These shares are held by Longwood Fund IV, L.P. ("Longwood"). The general partner of Longwood is Longwood Fund IV GP, LLC ("Longwood GP"). Voting, investment and dispositive decisions at Longwood GP with respect to the securities held by Longwood are made by an investment committee comprised of Christoph Westphal, Richard Aldrich and John Lawrence (collectively, the "IC Members"). Longwood GP and each of the IC Members may be deemed to share voting, investment and dispositive power over the securities held by Longwood and as a result may be deemed to have beneficial ownership over such securities. Longwood GP and each of the IC Members disclaims beneficial ownership over the securities held by Longwood, except to the extent of their respective pecuniary interests therein.
2	Common	Voting Common Stock	2021-07-20	P	A	133,333	$15.00	1,278,838	I See footnote	—	—	(F4) Represents shares purchased in the Issuer's initial public offering. (F3) These shares are held by Longwood Fund IV, L.P. ("Longwood"). The general partner of Longwood is Longwood Fund IV GP, LLC ("Longwood GP"). Voting, investment and dispositive decisions at Longwood GP with respect to the securities held by Longwood are made by an investment committee comprised of Christoph Westphal, Richard Aldrich and John Lawrence (collectively, the "IC Members"). Longwood GP and each of the IC Members may be deemed to share voting, investment and dispositive power over the securities held by Longwood and as a result may be deemed to have beneficial ownership over such securities. Longwood GP and each of the IC Members disclaims beneficial ownership over the securities held by Longwood, except to the extent of their respective pecuniary interests therein.
3	Derivative	Series A Preferred Stock	2021-07-20	C	D	641,848	—	0	I See footnote	— · — to —	641,848 Voting Common Stock	(F2) Each share of the Issuer's preferred stock automatically converted on a one for one basis into Voting Common Stock immediately prior to the closing of the Issuer's initial public offering, without payment or further consideration. The preferred stock had no expiration date. (F3) These shares are held by Longwood Fund IV, L.P. ("Longwood"). The general partner of Longwood is Longwood Fund IV GP, LLC ("Longwood GP"). Voting, investment and dispositive decisions at Longwood GP with respect to the securities held by Longwood are made by an investment committee comprised of Christoph Westphal, Richard Aldrich and John Lawrence (collectively, the "IC Members"). Longwood GP and each of the IC Members may be deemed to share voting, investment and dispositive power over the securities held by Longwood and as a result may be deemed to have beneficial ownership over such securities. Longwood GP and each of the IC Members disclaims beneficial ownership over the securities held by Longwood, except to the extent of their respective pecuniary interests therein.
4	Derivative	Series C Preferred Stock	2021-07-20	C	D	171,063	—	0	I See footnote	— · — to —	171,063 Voting Common Stock	(F2) Each share of the Issuer's preferred stock automatically converted on a one for one basis into Voting Common Stock immediately prior to the closing of the Issuer's initial public offering, without payment or further consideration. The preferred stock had no expiration date. (F3) These shares are held by Longwood Fund IV, L.P. ("Longwood"). The general partner of Longwood is Longwood Fund IV GP, LLC ("Longwood GP"). Voting, investment and dispositive decisions at Longwood GP with respect to the securities held by Longwood are made by an investment committee comprised of Christoph Westphal, Richard Aldrich and John Lawrence (collectively, the "IC Members"). Longwood GP and each of the IC Members may be deemed to share voting, investment and dispositive power over the securities held by Longwood and as a result may be deemed to have beneficial ownership over such securities. Longwood GP and each of the IC Members disclaims beneficial ownership over the securities held by Longwood, except to the extent of their respective pecuniary interests therein.
5	Derivative	Series B Preferred Stock	2021-07-20	C	D	332,594	—	0	I See footnote	— · — to —	332,594 Voting Common Stock	(F2) Each share of the Issuer's preferred stock automatically converted on a one for one basis into Voting Common Stock immediately prior to the closing of the Issuer's initial public offering, without payment or further consideration. The preferred stock had no expiration date. (F3) These shares are held by Longwood Fund IV, L.P. ("Longwood"). The general partner of Longwood is Longwood Fund IV GP, LLC ("Longwood GP"). Voting, investment and dispositive decisions at Longwood GP with respect to the securities held by Longwood are made by an investment committee comprised of Christoph Westphal, Richard Aldrich and John Lawrence (collectively, the "IC Members"). Longwood GP and each of the IC Members may be deemed to share voting, investment and dispositive power over the securities held by Longwood and as a result may be deemed to have beneficial ownership over such securities. Longwood GP and each of the IC Members disclaims beneficial ownership over the securities held by Longwood, except to the extent of their respective pecuniary interests therein.