SEC Form 4 filed by Chief Executive Officer Rawcliffe Adrian
$ADAP
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
Adaptimmune Therapeutics PLC [ ADAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2025 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Option to purchase Ordinary Shares | $0.1(1) | 02/20/2025 | A | 5,143,248 | (2) | 02/20/2035 | Ordinary Shares | 5,143,248 | $0 | 5,143,248 | D | ||||
| Option to purchase Ordinary Shares | $0.0013(3) | 02/20/2025 | A | 3,428,832 | (4) | (5) | Ordinary Shares | 3,428,832 | $0 | 3,428,832 | D | ||||
| Explanation of Responses: |
| 1. The exercise price was converted from GBP0.08 based on an exchange rate of U.S.$ 1.257137 to GBP1.00. The actual exercise price will be the pounds sterling amount. |
| 2. Exercisable as to 1,285,812 Ordinary Shares on February 20, 2026 and will be exercisable as to the remainder in monthly installments of 107,148 Ordinary Shares on the twentieth of each month from March 20, 2026 through January 20, 2028 and 107,256 Ordinary Shares on February 20, 2029. |
| 3. The exercise price was converted from GBP0.001, being the nominal value of an ordinary share, based on an exchange rate of U.S.$ 1.257137 to GBP1.00. The actual exercise price will be the pounds sterling amount. |
| 4. Exercisable as to 857,208 Ordinary Shares on February 20, 2026 and will be exercisable as to the remainder in annual installments of 857,208 Ordinary Shares on the twentieth of each February from February 20, 2027 through February 20, 2029. |
| 5. The expiration date of each annual installment of ordinary shares is March 15 of the calendar year following the year in which that installment becomes exercisable. |
| /s/ Adrian George Rawcliffe | 02/20/2025 | |
| ** 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. | ||