SEC Filing — TCR2 Therapeutics

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Baeuerle Patrick

(Last)

(First)

(Middle)

TCR2 THERAPEUTICS INC.

100 BINNEY STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2019

3. Issuer Name and Ticker or Trading Symbol
TCR2 THERAPEUTICS INC. [ TCRR ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	244,878⁽¹⁾	I	By APAK Solutions GmbH⁽⁴⁾
Common Stock	53,452⁽²⁾	I	By APAK Solutions GmbH⁽⁴⁾
Common Stock	169,385⁽³⁾	I	By APAK Solutions GmbH⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The shares are subject to a Stock Restriction Agreement dated June 1, 2015. The shares subject to the Stock Restriction Agreement shall vest in 48 equal monthly installments beginning on June 1, 2015.

2. The shares are subject to a Stock Restriction Agreement dated May 9, 2017. The shares subject to the Stock Restriction Agreement shall vest in 36 equal monthly installments beginning on December 13, 2016.

3. The shares are subject to a Stock Restriction Agreement dated December 15, 2017. 25% of the shares vested on the first anniversary of the vesting start date of December 6, 2016, with the remainder vesting in 36 equal quarterly installments thereafter.

4. The reported securities are owned directly by APAK Solutions GmbH. The Reporting Person is managing director of APAK Solutions GmbH. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Patrick Baeuerle	02/13/2019
	** 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 5 (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.

                                      Power of Attorney

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Margaret Siegel and Stephen Turkowiak, signing singly, and with
full power of substitution, as the undersigned's true and lawful attorney-in-
fact to:

             (1) execute for and on behalf of the undersigned, in the
             undersigned's capacity as an officer and/or director of TCR2
             Therapeutics Inc., a Delaware corporation (the "Company"), from
             time to time the following Securities and Exchange Commission (the
             "SEC") forms: Forms 3, 4, and 5 in accordance with Section 16(a) of
             the Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), and the rules thereunder;

             (2) do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form 3, 4, or 5, complete and execute any
             amendment or amendments thereto, and timely file such form with the
             SEC and any stock exchange or similar authority; and

             (3) take any other action of any type whatsoever in connection with
             the foregoing which, in the opinion of such attorney-in-fact, may
             be of benefit to, in the best interest of, or legally required by,
             the undersigned, it being understood that the documents executed by
             such attorney-in-fact on behalf of the undersigned pursuant to this
             Power of Attorney shall be in such form and shall contain such
             terms and conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an officer of
the Company. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 13th day of February, 2019.

            /s/ Patrick Baeuerle
            --------------------

Printed Name: Patrick Baeuerle