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*
Upnorth Investment Ltd

(Last) (First) (Middle)
VISTRA CORPORATE SERVICES CENTRE
WICKHAM'S CAY II

(Street)
ROAD TOWN D8 VG1110

(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)
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 322,902 (1) I By Upnorth Investment Limited(2)
Series B Preferred Stock (3) (3) Common Stock 1,614,517 (3) I By Upnorth Investment Limited(2)
1. Name and Address of Reporting Person*
Upnorth Investment Ltd

(Last) (First) (Middle)
VISTRA CORPORATE SERVICES CENTRE
WICKHAM'S CAY II

(Street)
ROAD TOWN D8 VG1110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
China Molybdenum Co., Ltd.

(Last) (First) (Middle)
NORTH YIHE, HUAMEI SHAN ROAD

(Street)
LUANCHUAN, LUOYANG, HENAN F4 471500

(City) (State) (Zip)
1. Name and Address of Reporting Person*
China Molybdenum (Hong Kong) Co Ltd

(Last) (First) (Middle)
21/F., CENTRAL 88
NO. 88 DES VOEUX ROAD CENTRAL

(Street)
HONG KONG K3

(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 UpNorth Investment 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.
Remarks:
/s/ Li Chaochun for China Molybdenum Co., Ltd. 02/13/2019
/s/ Li Chaochun for China Molybdenum (Hong Kong) Company Limited 02/13/2019
/s/ Li Chaochun for UpNorth Investment Limited 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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