SEC FORM 4

SEC FORM 4 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^*

Justice Angela

(Last)

(First)

(Middle)

C/O TCR2 THERAPEUTICS

100 BINNEY STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TCR2 THERAPEUTICS INC. [ TCRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2022

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								9,693	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$14.81	11/17/2022		D			16,398	⁽¹⁾	10/11/2029	Common Stock	16,398	$0.00⁽²⁾	0	D
Restricted Stock Unit (right to buy)	⁽³⁾	11/17/2022		A		5,466		⁽⁴⁾	⁽⁴⁾	Common Stock	5,466	$0.00⁽²⁾	5,466	D
Stock Option (right to buy)	$14.81	11/17/2022		D			176,850	⁽¹⁾	10/11/2029	Common Stock	176,850	$0.00⁽⁵⁾	0	D
Restricted Stock Unit (right to buy)	⁽³⁾	11/17/2022		A		58,950		⁽⁴⁾	⁽⁴⁾	Common Stock	58,950	$0.00⁽⁵⁾	58,950	D
Stock Option (right to buy)	$16.1	11/17/2022		D			3,791	⁽⁶⁾	12/18/2029	Common Stock	3,791	$0.00⁽⁷⁾	0	D
Restricted Stock Unit (right to buy)	⁽³⁾	11/17/2022		A		1,264		⁽⁸⁾	⁽⁸⁾	Common Stock	1,264	$0.00⁽⁷⁾	1,264	D
Stock Option (right to buy)	$16.1	11/17/2022		D			7,876	⁽⁶⁾	12/18/2029	Common Stock	7,876	$0.00⁽⁹⁾	0	D
Restricted Stock Unit (right to buy)	⁽³⁾	11/17/2022		A		2,626		⁽⁸⁾	⁽⁸⁾	Common Stock	2,626	$0.00⁽⁹⁾	2,626	D
Stock Option (right to buy)	$31.83	11/17/2022		D			4,414	⁽¹⁰⁾	12/09/2030	Common Stock	4,414	$0.00⁽¹¹⁾	0	D
Restricted Stock Unit (right to buy)	⁽³⁾	11/17/2022		A		803		⁽¹²⁾	⁽¹²⁾	Common Stock	803	$0.00⁽¹¹⁾	803	D
Stock Option (right to buy)	$31.83	11/17/2022		D			62,586	⁽¹⁰⁾	12/09/2030	Common Stock	62,586	$0.00⁽¹³⁾	0	D
Restricted Stock Unit (right to buy)	⁽³⁾	11/17/2022		A		11,380		⁽¹²⁾	⁽¹²⁾	Common Stock	11,380	$0.00⁽¹³⁾	11,380	D

Explanation of Responses:

1. This cancelled option vested 25% on October 10, 2020 with the remaining 75% vesting in 36 substantially equal monthly installments thereafter.

2. On November 17, 2022, the issuer canceled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on October 10, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 5,466.

3. Each restricted stock unit represents a right to receive one share of the issuer's common stock at the time of vesting for no consideration.

4. 79% of these restricted stock units will vest on December 1, 2022 and the remaining 21% will vest on December 1, 2023.

5. On November 17, 2022, the issuer canceled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on October 10, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 58,950.

6. This cancelled option vested 25% on January 1, 2021 and the remaining 75% vests in 36 substantially equal monthly installments thereafter.

7. On November 17, 2022, the issuer canceled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 19, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 1,264.

8. 73% of these restricted stock units will vest on December 1, 2022, 25% will vest on December 1, 2023 and the remaining 2% will vest on December 1, 2024.

9. On November 17, 2022, the issuer cancelled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 19, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 2,626.

10. This cancelled option vested 25% on January 1, 2022 and the remaining 75% vests in 36 substantially equal monthly installments thereafter.

11. On November 17, 2022, the issuer cancelled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 10, 2020. In exchange for such stock option, the reporting person received restricted stock units in the amount of 803.

12. 48% of these restricted stock units will vest on December 1, 2022, 25% will vest on December 1, 2023, 25% will vest on December 1, 2024 and the remaining 2% will vest on December 1, 2025.

13. On November 17, 2022, the issuer cancelled, pursuant to the issuer's offer to exchange eligible options for new restricted stock units program, a stock option granted to the reporting person on December 10, 2020. In exchange for such stock option, the reporting person received restricted stock units in the amount of 11,380.

Remarks:

	/s/ Margaret Siegel as Attorney-in-Fact	11/18/2022
	** 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.

SEC Form 4 filed by Justice Angela