Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)^*

 

 

Translate Bio, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

89374L-10-4

(CUSIP Number)

July 20, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Exchange Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 89374L-10-4		13G		Page 2

 

1		NAMES OF REPORTING PERSONS     Sanofi
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     France

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     4,884,434 (See Item 4)
				6		SHARED VOTING POWER     0 (See Item 4)
				7		SOLE DISPOSITIVE POWER     4,884,434 (See Item 4)
				8		SHARED DISPOSITIVE POWER     0 (See Item 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,884,434 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     6.6%* (See Item 4)
12		TYPE OF REPORTING PERSON     CO

 

*	Based on 74,321,827 shares of Common Stock outstanding as of November 2, 2020, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

Item 1(a).

Name of Issuer:

Translate Bio, Inc. (the Issuer)

 

Item 1(b).

Address of Issuers Principal Executive Offices:

29 Hartwell Ave., Lexington, MA 02421

 

Item 2(a).

Name of Person Filing:

Sanofi ( the Reporting Person)

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

54, rue La Boétie, 75008 Paris, France

 

Item 2(c).

Citizenship:

France

 

Item 2(d).

Title and Class of Securities:

Common Stock, $0.001 par value per share, of the Issuer (the Common Stock)

 

Item 2(e).

CUSIP Number:

89374L-10-4

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

Item 4.

Ownership.

(a)-(c) The responses of the Reporting Person to Rows 5, 6, 7, 8, 9, 11 and 12 of the cover page of this Schedule 13G, as of July 20, 2020 and February 4, 2021, are incorporated by reference.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the Common Stock, check the following  ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 4, 2021

 

 

*	Alexandra Roger is signing on behalf of Sanofi by power of attorney previously filed with the Securities and Exchange Commission on February 3, 2016 as Exhibit 24 to Form 4, and hereby incorporated by reference herein.