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Filing Details

Accession Number:: 0001638599-21-000606
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-07-22 16:06:30
Reporting Period:: 2021-07-20

Accepted Time:: 2021-07-22 16:06:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1783328	Tscan Therapeutics Inc.	TCRX	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-07-20	104,698	$15.00	104,698	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2021-07-20	1,320,302	$15.00	1,320,302	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Non-Voting Common Stock	Series C Convertible Preferred Stock	Disposition	2021-07-20	315,777	$0.00	315,777	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2021-07-20	315,777	$0.00	315,777	$0.00
Non-Voting Common Stock	Series C Convertible Preferred Stock	Disposition	2021-07-20	3,960,811	$0.00	3,960,811	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2021-07-20	3,960,811	$0.00	3,960,811	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
315,777	No	4	C	Indirect
0	No	4	C	Indirect
3,960,811	No	4	C	Indirect

Footnotes

667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 104,698 and 1,320,302 shares of common stock ("Common Stock") of TScan Therapeutics, Inc. (the "Issuer"), respectively, for $15.00 per share pursuant to the initial public offering (the "IPO") that closed on July 20, 2021.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Series C Convertible Preferred Stock of the Issuer ("Series C Preferred") were convertible at any time by the holder and were automatically convertible on a 1-for-1 basis ("Series C Preferred Conversion Ratio") without payment or further consideration immediately prior to the close of the IPO into either Common Stock or non-voting common stock of the Issuer ("Non-Voting Common Stock"). The Funds elected to automatically convert immediately prior to the close of the IPO into the number of shares of Non-Voting Common Stock shown in Table II. The Series C Preferred had no expiration date.
Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 4.99% beneficial ownership limitation described below.
The Non-Voting Common Stock is only convertible to the extent that after giving effect to such conversion the holders thereof together with their affiliates with whom such holders would be required to aggregate beneficial ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 4.99% of the outstanding Common Stock (the "Beneficial Ownership Limitation"). By written notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage, and any increase will not be effective until the 61st day after notice is delivered to the Issuer. The shares of Non-Voting Common Stock have no expiration date.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.