SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CR Group L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
T2 Biosystems, Inc. [ TTOO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/12/2024		A		682,036	A	⁽¹⁾	682,036	I	By CRG Partners III L.P.⁽²⁾
Common Stock	04/12/2024		A		424,716	A	⁽¹⁾	424,716	I	By CRG Partners III - Parallel Fund (A) L.P.⁽²⁾
Common Stock	04/12/2024		A		136,409	A	⁽¹⁾	136,409	I	By CRG Partners III (Cayman) Unlev AIV I L.P.⁽²⁾
Common Stock	04/12/2024		A		1,647,315	A	⁽¹⁾	1,983,262	I	By CRG Partners III (Cayman) Lev AIV I L.P.⁽²⁾
Common Stock	04/12/2024		A		390,142	A	⁽¹⁾	878,415	I	By CRG Partners III - Parallel Fund B (Cayman) L.P.⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽³⁾	04/12/2024		A		17,160.48		04/12/2024	⁽⁴⁾	Common Stock	1,716,048	$0	28,035.73	I	By CRG Partners III - Parallel Fund B (Cayman) L.P.⁽²⁾

1. Name and Address of Reporting Person^*

CR Group L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CRG Partners III (Cayman) Lev AIV I L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CRG Partners III - Parallel Fund B (Cayman) L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CRG Partners III L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CRG Partners III - Parallel Fund (A) L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CRG Partners III (Cayman) Unlev AIV I L.P.

(Last)

(First)

(Middle)

1000 MAIN STREET, SUITE 2500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to that certain Securities Purchase Agreement, dated February 15, 2024, by and among the Company, CRG Partners III L.P., CRG Partners III - Parallel Fund (A) L.P., CRG Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P. and CRG Partners III - Parallel Fund B (Cayman) L.P. (collectively, the "CRG Entities"), the CRG Entities received these shares of common stock in exchange for the CRG Entities surrendering for cancellation of certain outstanding debt.

2. CR Group L.P. may be deemed to beneficially own these shares by virtue of its position as the investment manager for the CRG Entities.

3. Each share of Series A Convertible Preferred Stock (the "Series A Preferred") converts into 100 shares of the Company's common stock at the holder's election, subject to beneficial ownership limitations, including that a holder of Series A Preferred is prohibited from converting such shares into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 49.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. As a result of the 49.99% beneficial ownership limitation, as of April 12, 2024, the Series A Preferred held by the reporting persons can be converted into a maximum of 1,173,600 shares of common stock in the aggregate. The shares of Series A Preferred have no expiration date.

4. The preferred stock has no expiration date.

	/s/ Nathan D. Hukill, authorized signatory for CR Group LP, CRG Partners III LP, CRG Partners III - Parallel Fund (A) LP, CRG Partners III (Cayman) Unlev AIV I LP, CRG Partners III (Cayman) Lev AIV I LP, and CRG Partners III - Parallel Fund B (Cayman) LP	04/16/2024
	** 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 Number.

Cr Group L.P. was granted 3,280,618 shares (SEC Form 4)