Adaptimmune Therapeutics PLC — Director's Dealing 2018

Mar 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Adaptimmune Therapeutics PLC (ADAP)
CIK: 0001621227
Period of Report: 2018-03-21

Reporting Person: New Enterprise Associates 14, L.P. (10% Owner)
Reporting Person: NEA Partners 14, L.P. (10% Owner)
Reporting Person: NEA 14 GP, LTD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-21	Ordinary Shares with a nominal value of 0.001 GBP per share	P	104844	$1.8105	Acquired	72243844	Direct
2018-03-22	Ordinary Shares with a nominal value of 0.001 GBP per share	P	869574	$1.904	Acquired	73113418	Direct
2018-03-23	Ordinary Shares with a nominal value of 0.001 GBP per share	P	294090	$1.9462	Acquired	73407508	Direct

Footnotes

F1: The ordinary shares whose purchase is reported on this line are represented by American Depositary Shares ("ADSs") and are held of record by New Enterprise Associates 14, L.P. ("NEA 14"). NEA 14 holds these ordinary shares in the form of ADSs. Each ADS represents six ordinary shares of Adaptimmune Therapeutics plc. The ordinary shares reported in column 5 are represented by ADSs.

F2: The price reported in Column 4 of $1.8105 per ordinary share is a weighted average price derived from the weighted average price of $10.8628 per ADS, divided by six. These ADSs were purchased in multiple transactions at prices ranging from $10.29 to $11.15 per ADS, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs purchased at each separate price within the range set forth in this footnote (2) to this Form 4.

F3: The securities are directly held by NEA 14 and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 14 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, David M. Mott, Scott D. Sandell, Peter W. Sonsini and Ravi Viswanathan. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 securities in which the Indirect Reporting Persons have no pecuniary interest.

F4: The price reported in Column 4 of $1.904 per ordinary share is a weighted average price derived from the weighted average price of $11.4241 per ADS, divided by six. These ADSs were purchased in multiple transactions at prices ranging from $10.93 to $11.84 per ADS, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs purchased at each separate price within the range set forth in this footnote (4) to this Form 4.

F5: The price reported in Column 4 of $1.9462 per ordinary share is a weighted average price derived from the weighted average price of $11.6773 per ADS, divided by six. These ADSs were purchased in multiple transactions at prices ranging from $11.41 to $12 per ADS, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs purchased at each separate price within the range set forth in this footnote (5) to this Form 4.