Initial Statement of Beneficial Ownership (3)
August 12 2021 - 4:01PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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
*
Sanofi |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/2/2021
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3. Issuer Name and Ticker or Trading Symbol
Translate Bio, Inc. [TBIO]
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(Last)
(First)
(Middle)
54, RUE LA BOETIE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) ___X___ Other (specify below) / See Remarks below |
(Street)
PARIS, I0 75008
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
Common Stock | 3684434 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
Explanation of Responses: |
Remarks: In connection with an Agreement and Plan of Merger, dated as of August 2, 2021, by and among Sanofi, Vector Merger Sub, Inc., an indirect wholly owned subsidiary of Sanofi, and Translate Bio, Inc. (the "Issuer"), Sanofi entered into Tender and Support Agreements dated as of August 2, 2021 ("Tender and Support Agreements"), with certain stockholders of the Issuer (the "Supporting Stockholders"). As of August 2, 2021, the Reporting Person and the Supporting Stockholders collectively beneficially owned more than 10% of the outstanding shares of common stock of the Issuer. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any shares beneficially owned by the Supporting Stockholders for purposes of Section 13(d) or Section 16 of the Exchange Act or for any other purpose, and the Reporting Person expressly disclaims beneficial ownership of such shares. The Reporting Person hereby disclaims that it is a member of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with the Supporting Stockholders. Copies of the Tender and Support Agreements were filed as exhibits by the Issuer to its Form 8-K filed with the SEC on August 3, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sanofi 54, RUE LA BOETIE PARIS, I0 75008 |
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| See Remarks below |
Signatures
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/s/ Alexandra Roger, as Head of Securities Law and Capital Markets of Sanofi | | 8/12/2021 |
**Signature of Reporting Person | Date |
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