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*
Atlas Venture Fund VIII, L.P.

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Translate Bio, Inc. [ TBIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2018
4. 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 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 07/02/2018 C 3,832,010 A (1) 3,922,010 D(2)
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
Series A Preferred Stock (1) 07/02/2018 C 12,925,244 (1) (1) Common Stock 2,326,567 $0.00 0 D(2)
Series B Preferred Stock (1) 07/02/2018 C 5,838,230 (1) (1) Common Stock 1,050,891 $0.00 0 D(2)
Series C Preferred Stock (1) 07/02/2018 C 2,525,253 (1) (1) Common Stock 454,550 $0.00 0 D(2)
1. Name and Address of Reporting Person*
Atlas Venture Fund VIII, L.P.

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates VIII, L.P.

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates VIII, Inc.

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
Explanation of Responses:
1. The Series A, Series B and Series C Preferred Stock converted into Common Stock on a 5.5555-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A, Series B and Series C Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial pubic offering. The shares had no expiration date.
2. These shares are held directly by Atlas Venture Fund VIII, L.P. ("Atlas Venture Fund VIII"). The general partner of Atlas Venture Fund VIII is Atlas Venture Associate VIII, L.P. ("AVA VIII LP"). Atlas Venture Associates VIII, Inc. ("AVA VIII INC") is the general partner of AVA VIII LP. Each of AVA VIII LP and AVA VIII INC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund VIII, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose
Remarks:
Atlas Venture Fund VIII, L.P., By: Atlas Venture Associates VIII, L.P., its general partner, By: Atlas Venture Associates VIII, Inc., its general partner, By: Frank Castellucci, General Counsel and Secretary /s/ Frank Castellucci 07/03/2018
Atlas Venture Associates VIII, L.P. By: Atlas Venture Associates VIII, Inc., its general partner, By: Frank Castellucci, General Counsel and Secretary /s/ Frank Castellucci 07/03/2018
Atlas Venture Associates VIII, Inc, By: Frank Castellucci, General Counsel and Secretary /s/ Frank Castellucci 07/03/2018
** 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).
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