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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Menzel Garry E
(Last) (First) (Middle)
C/O ADAPTIMMUNE THERAPEUTICS PLC
60 JUBILEE AVENUE, MILTON PARK
(Street)
ABINGDON X0 OX14 4RX
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Adaptimmune Therapeutics PLC [ ADAP ] 		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)
07/10/2023
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
American Depositary Shares representing Ordinary Shares(1) 07/10/2023 S 47,702 D $0.9108(2) 75,056(3) D
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
Explanation of Responses:
1. Each American Depositary Share ("ADS") represents six ordinary shares, nominal value GBP 0.001 per ordinary share, of the Issuer. The ADSs were obtained from the exercise of 100% of an RSU-style share option covering ordinary shares of the Issuer granted on July 5, 2023 and which have vested. Once vested, the RSU-style options must be exercised within a restricted period or they are forfeited. The exercise of these RSU-style share options and the sale reported in this Form 4 were effected pursuant to a Sell to Cover exercise implemented automatically in accordance with the Issuer's option plan, under which sufficient ADSs were sold by the Issuer to satisfy the Reporting Person's tax withholding obligations and associated sale costs. The residual ADSs are held by the Reporting Person.
2. The price reported in Column 4 is a weighted average price. These ADSs were sold in multiple transactions at prices ranging from $0.9100 to $0.9211, inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission with full information regarding the ADSs sold at this price in this footnote.
3. The ADSs reported in this Column 5 represent solely those residual ADSs held by the Reporting Person which result from the Sell to Cover exercise transaction reported on this Form 4. Additionally, the Reporting Person holds 611,224 ADSs and share options covering an aggregate of 11,093,593 ordinary shares of the Issuer. Included in the 611,224 ADSs are 200,646 ADSs held by the Garry E. Menzel Revocable Trust of 2022 (the "Menzel Trust") and 200,647 ADSs held by the Mary E. Henshall Revocable Trust of 2022 (the "Henshall Trust"). The Reporting Person is the trustee of the Menzel Trust and the Reporting Person's spouse is the trustee of the Henshall Trust and, as such, the Reporting Person may be deemed to beneficially own these securities. The Reporting Person and members of his immediate family are the sole beneficiaries of the Menzel Trust and the Henshall Trust.
/s/ Garry E. Menzel** 07/10/2023
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.