Filing Details

Accession Number:
0000899243-21-035757
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-09-14 09:59:09
Reporting Period:
2021-09-14
Accepted Time:
2021-09-14 09:59:09
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1693415 Translate Bio Inc. TBIO Pharmaceutical Preparations (2834) I0
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1121404 Sanofi 54, Rue La Boetie
Paris I0 75008
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.001 Per Share Acquisiton 2021-09-14 51,467,612 $38.00 55,152,046 No 4 P Direct
Common Stock, Par Value $0.001 Per Share Acquisiton 2021-09-14 20,515,985 $38.00 75,668,031 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 P Direct
Footnotes
  1. Shares of Common Stock, par value $0.001 per share (the "Shares"), of Translate Bio, Inc. ("Translate Bio") acquired by Sanofi and its wholly-owned subsidiaries pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of August 2, 2021 (the "Merger Agreement"), by and among Sanofi, Vector Merger Sub, Inc., an indirect, wholly owned subsidiary of Sanofi ("Merger Sub"), and Translate Bio (such tender offer, the "Offer"). Prior to the Offer, Sanofi beneficially owned 3,684,434 Shares (approximately 4.87%).
  2. Reflects all of the outstanding Shares not tendered in the Offer and not owned by Sanofi or its wholly-owned subsidiaries prior to the Offer, which may be deemed to have been acquired pursuant to the consummation of the Merger (as defined below). Pursuant to the Merger, Sanofi now beneficially owns all outstanding Shares.
  3. Following the consummation of the Offer, Merger Sub was merged with and into Translate Bio, and Translate Bio survived the Merger as an indirect, wholly-owned subsidiary of Sanofi pursuant to a "back-end merger" under Delaware law (the "Merger"). Prior to the Merger, Sanofi indirectly held 100 shares of Merger Sub, which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, all of the shares of Merger Sub were converted into 71,983,597 shares of Translate Bio stock.