Officer Zdraveski Zoran exercised 157,186 units of Voting Common Stock at a strike of $3.38 and sold $952,116 worth of Voting Common Stock (164,686 units at $5.78), decreasing direct ownership by 61% to 4,716 units (SEC Form 4)
$TCRX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TScan Therapeutics, Inc. [ TCRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/23/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Voting Common Stock | 08/23/2024 | M | 54,895 | A | $4.85 | 67,111(1) | D | |||
| Voting Common Stock | 08/23/2024 | M | 25,000 | A | $3.27 | 92,111 | D | |||
| Voting Common Stock | 08/23/2024 | M | 13,125 | A | $1.81 | 105,236 | D | |||
| Voting Common Stock | 08/23/2024 | M | 64,166 | A | $2.49 | 169,402 | D | |||
| Voting Common Stock | 08/23/2024 | S | 164,686 | D | $5.7814(2) | 4,716 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $4.85 | 08/23/2024 | M | 54,895 | (3) | 01/17/2032 | Voting Common Stock | 54,895 | $0.00 | 30,105 | D | ||||
| Stock Option (Right to Buy) | $3.27 | 08/23/2024 | M | 25,000 | (4) | 07/24/2032 | Voting Common Stock | 25,000 | $0.00 | 25,000 | D | ||||
| Stock Option (Right to Buy) | $1.81 | 08/23/2024 | M | 13,125 | (5) | 02/01/2033 | Voting Common Stock | 13,125 | $0.00 | 21,875 | D | ||||
| Stock Option (Right to Buy) | $2.49 | 08/23/2024 | M | 64,166 | (6) | 06/12/2033 | Voting Common Stock | 64,166 | $0.00 | 365,834 | D | ||||
| Explanation of Responses: |
| 1. Includes 7,500 shares of Voting Common Stock acquired under the TScan Therapeutics, Inc. 2021 Employee Stock Purchase Plan on December 31, 2022. |
| 2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.56 to $5.91, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the Issuer, any security holder of the Issuer, or the SEC staff upon request. |
| 3. The shares subject to this option vest over 4 years of service following January 18, 2022, with 25% vesting upon completion of 1 year of continuous service to the Issuer and the balance vesting in 36 equal monthly installments thereafter. |
| 4. The shares subject to this option vest over 4 years of service following July 25, 2022, with 25% vesting upon completion of 1 year of continuous service to the Issuer and the balance vesting in 36 equal monthly installments thereafter. |
| 5. The shares subject to this option vest over 4 years of service following February 2, 2023, with 25% vesting upon completion of 1 year of continuous service to the Issuer and the balance vesting in 36 equal monthly installments thereafter. |
| 6. 220,000 shares subject to this option shall vest and become exercisable with respect to 25% of the shares on the one-year anniversary of May 24, 2023, with the balance vesting thereafter in equal monthly installments over the next 36 months of continuous service to the Issuer. The remaining 210,000 shares subject to this option shall vest and become exercisable with respect to 25% of the shares on February 2, 2025, with the balance vesting thereafter in equal monthly installments over the next 36 months of continuous service to the Issuer, in each case subject to the Reporting Person's continued service at such time. This option was granted on May 24, 2023 subject to the approval of the Issuers' stockholders of an amendment to the TScan Therapeutics, Inc. 2021 Equity Incentive Plan, which was obtained on June 13, 2023. |
| Remarks: |
| Chief Legal and Strategy Officer |
| /s/ Zoran Zdraveski | 08/27/2024 | |
| ** 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. | ||