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*
Jovan-Embiricos Morana

(Last) (First) (Middle)
C/O TCR2 THERAPEUTICS INC.
100 BINNEY STREET

(Street)
CAMBRIDGE MA 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 X 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)
Form filed by One Reporting Person
X 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 1,614,515 (1) I By Fund(2)
Series B Preferred Stock (3) (3) Common Stock 193,742 (3) I By Fund(4)
Series B Preferred Stock (3) (3) Common Stock 410,168 (3) I By Fund(5)
Series B Preferred Stock (3) (3) Common Stock 282,540 (3) I By Fund(6)
Series B Preferred Stock (3) (3) Common Stock 403,629 (3) I By Fund(7)
1. Name and Address of Reporting Person*
Jovan-Embiricos Morana

(Last) (First) (Middle)
C/O TCR2 THERAPEUTICS INC.
100 BINNEY STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Globeways Holdings Ltd

(Last) (First) (Middle)
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 Capital I 2015 Ltd

(Last) (First) (Middle)
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 Bioscience II 2017 Ltd

(Last) (First) (Middle)
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 Captial I 2017 Ltd

(Last) (First) (Middle)
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 MG Ltd

(Last) (First) (Middle)
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
F2 - TPO Investments LLC

(Last) (First) (Middle)
C/O LJ PARTNERSHIP, 8, RUE
SAINT-LEGER,

(Street)
GENEVA V8 CH-1205

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series A Preferred Stock is convertible into shares of the Issuer's common stock, par value $0.0001 ("Common Stock") on a 6.1938:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date.
2. The reported securities are owned directly by F2 Capital I 2015 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2015 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2015 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited. LJ Skye Trustees Ltd. has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
3. Each share of Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 6.1938:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date.
4. The reported securities are owned directly by F2 Bioscience II 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Bioscience II 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience II 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited. LJ Skye Trustees Ltd. has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
5. The reported securities are owned directly by F2 Capital I 2017 Limited. Globeways Holdings Limited is the appointed manager of F2 Capital I 2017 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2017 Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited. LJ Skye Trustees Ltd. has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
6. The reported securities are owned directly by F2 MG Limited. Globeways Holdings Limited is the appointed manager of F2 MG Limited and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG Limited. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited. LJ Skye Trustees Ltd. has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
7. The reported securities are owned directly F2-TPO Investments, LLC. Globeways Holdings Limited is the appointed manager of F2-TPO Investments, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO Investments, LLC. Morana Jovan-Embiricos is the founding director of Globeways Holdings Limited. LJ Skye Trustees Ltd. has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
Remarks:
/s/ Morana Jovan-Embiricos 02/13/2019
/s/ Rachel Hingham and Ivan Bedford for Globeways Holdings Limited 02/13/2019
/s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2015 Limited 02/13/2019
/s/ Rachel Hingham and Ivan Bedford for F2 Bioscience II 2017 Limited 02/13/2019
/s/ Rachel Hingham and Ivan Bedford for F2 Capital I 2017 Limited 02/13/2019
/s/ Rachel Hingham and Ivan Bedford for F2 MG Limited 02/13/2019
/s/ Rachel Hingham and Ivan Bedford for F2-TPO Investments, LLC 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).
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                               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/ Morana Jovan-Embiricos
          --------------------------

Printed Name: Morana Jovan-Embiricos