SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
Menzel Garry E

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

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TCR2 THERAPEUTICS INC. [ TCRR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock 132,729 I See Footnote(1)
Common Stock 132,730 I See Footnote(2)
Common Stock 138,871 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) $0.97 12/15/2022 A 238,008 (3) 12/14/2032 Common Stock 238,008 $0.00 238,008 D
Restricted Stock Unit (Right to Buy) (4) 12/15/2022 A 39,681 (5) (5) Common Stock 39,681 $0.00 39,681 D
Explanation of Responses:
1. Consists of 132,729 shares of common stock held by the Garry E. Menzel Revocable Trust of 2022, under Indenture of Trust dated April 5, 2022 (the "Menzel Trust"). The reporting person is the trustee of the Menzel Trust, and as such the reporting person may be deemed to beneficially own such securities. The reporting person and members of his immediate family are the sole beneficiaries of the Menzel Trust.
2. Consists of 132,730 shares of common stock held by and the Mary E. Henshall Revocable Trust of 2022, under Indenture of Trust dated April 5, 2022 (the "Henshall Trust"). The reporting person's spouse is the trustee of the Henshall Trust, and as such the reporting person may be deemed to beneficially own such securities. The reporting person and members of his immediate family are the sole beneficiaries of the Henshall Trust.
3. 25% of this option shall vest and become exercisable on the one-year anniversary of the date of grant, with the remainder vesting in thirty-six (36) equal monthly installments thereafter.
4. Each restricted stock unit represents a right to receive one share of the issuer's common stock at the time of vesting for no consideration.
5. The restricted stock units will vest 25% on the one-year anniversary of the date of grant, with the remainder vesting in three equal annual installments thereafter.
Remarks:
/s/ Margaret Siegel as Attorney-in-Fact 12/19/2022
** 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).
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