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*
Gallagher Brian M. Jr.

(Last) (First) (Middle)
C/O S.R. ONE, LIMITED
161 WASHINGTON STREET, SUITE 500

(Street)
CONSHOHOCKEN PA 19428

(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)
X Director 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)
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 07/02/2018 C 1,674,016 A (2) 1,674,016 I See Footnote(3)
Common Stock 07/02/2018 C 1,300,116 A (2) 2,974,132 I See Footnote(3)
Common Stock 07/02/2018 C 454,550 A (2) 3,428,682 I See Footnote(3)
Common Stock 07/02/2018 P 269,230(1) A $13 3,697,912 I See Footnote(3)
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 (2) 07/02/2018 C 9,300,000 (2) (2) Common Stock 1,674,016 $0.00 0 I See Footnote(3)
Series B Preferred Stock (2) 07/02/2018 C 7,222,797 (2) (2) Common Stock 1,300,116 $0.00 0 I See Footnote(3)
Series C Preferred Stock (2) 07/02/2018 C 2,525,253 (2) (2) Common Stock 454,550 $0.00 0 I See Footnote(3)
Explanation of Responses:
1. Reflects shares of the Issuer's Common Stock that were purchased in connection with the Issuer's initial public offering.
2. The Series A, Series B and Series C Preferred Stock were 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 public offering. The Preferred Stock had no expiration date.
3. S.R. One, Limited, an indirect,wholly-owned subsidiary of GlaxoSmithKline plc, is the record holder of these shares reported herein. Brian M. Gallagher, Jr. is a Partner and Vice President at S.R. One, Limited and an employee of GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc. Mr. Gallagher disclaims beneficial ownership of all shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purpose of Section 16 or for any other purpose except to the extent of his pecuniary interest therein.
Remarks:
/s/ Paul Burgess, as attorney-in-fact for Brian M. Gallagher, Jr. 07/05/2018
** 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).
** 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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