Adicet Bio, Inc. — Director's Dealing 2023

Aug 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Adicet Bio, Inc. (ACET)
CIK: 0001720580
Period of Report: 2023-08-14

Reporting Person: GORDON CARL L (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-14	Stock Option (Right to Buy)	$16.11	D	30000	Disposed	2030-09-16	Common Stock (30000)	Direct
2023-08-14	Stock Option (Right to Buy)	$2.14	A	30000	Acquired	2030-09-16	Common Stock (30000)	Direct
2023-08-14	Stock Option (Right to Buy)	$15.93	D	18500	Disposed	2031-04-29	Common Stock (18500)	Direct
2023-08-14	Stock Option (Right to Buy)	$2.14	A	18500	Acquired	2031-04-29	Common Stock (18500)	Direct
2023-08-14	Stock Option (Right to Buy)	$11.49	D	18500	Disposed	2032-06-01	Common Stock (18500)	Direct
2023-08-14	Stock Option (Right to Buy)	$2.14	A	18500	Acquired	2032-06-01	Common Stock (18500)	Direct
2023-08-14	Stock Option (Right to Buy)	$5.195	D	26400	Disposed	2033-05-31	Common Stock (26400)	Direct
2023-08-14	Stock Option (Right to Buy)	$2.14	A	26400	Acquired	2033-05-31	Common Stock (26400)	Direct

Footnotes

F1: On August 8, 2023, the Issuer's Board of Directors approved an option repricing (the "Repricing"), effective as of August 14, 2023 (the "Effective Date"). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

F2: The shares subject to this option shall vest in thirty-six (36) equal monthly installments commencing on September 17, 2020, subject to the Reporting Person's continued service on the Issuer's Board of Directors as of the applicable vesting date.

F3: Pursuant to agreements with OrbiMed Advisors LLC ("OrbiMed Advisors"), OrbiMed Capital GP V LLC ("GP V"), and OrbiMed Capital GP VI LLC ("GP VI"), the Reporting Person is obligated to transfer these securities, or the economic benefit thereof, to OrbiMed Advisors, GP V, and GP VI, which will in turn ensure that such securities or economic benefit are provided to OrbiMed Private Investments V, LP and OrbiMed Private Investments VI, LP.

F4: The exercise price of the option is $2.14 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date; provided that the repriced option will revert to its original exercise price if, prior to the first anniversary of the Effective Date, (a) the Reporting Person's service on the Issuer's Board of Directors is terminated by the Issuer with cause or by the Reporting Person or (b) the option is exercised.

F5: The shares subject to this option are fully vested and exercisable as of the date hereof.

F6: The shares subject to this option shall vest in full on the earlier to occur of (a) June 1, 2024 or (b) the date of the Issuer's 2024 annual meeting of stockholders, subject to the Reporting Person's continued service on the Issuer's Board of Directors as of the applicable vesting date.