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

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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 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

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								132,729	I	See Footnote⁽¹⁾
Common Stock								132,730	I	See Footnote⁽²⁾

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)	$16.11	11/17/2022		D			6,240	⁽³⁾	04/10/2029	Common Stock	6,240	$0.00⁽⁴⁾	0	D
Restricted Stock Unit (right to buy)	⁽⁵⁾	11/17/2022		A		2,080		⁽⁶⁾	⁽⁶⁾	Common Stock	2,080	$0.00⁽⁴⁾	2,080	D
Stock Option (right to buy)	$16.11	11/17/2022		D			479,866	⁽³⁾	04/10/2029	Common Stock	479,866	$0.00⁽⁷⁾	0	D
Restricted Stock Unit (right to buy)	⁽⁵⁾	11/17/2022		A		159,956		⁽⁶⁾	⁽⁶⁾	Common Stock	159,956	$0.00⁽⁷⁾	159,956	D
Stock Option (right to buy)	$16.1	11/17/2022		D			3,500	⁽⁸⁾	12/18/2029	Common Stock	3,500	$0.00⁽⁹⁾	0	D
Restricted Stock Unit (right to buy)	⁽⁵⁾	11/17/2022		A		1,167		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,167	$0.00⁽⁹⁾	1,167	D
Stock Option (right to buy)	$16.1	11/17/2022		D			164,500	⁽⁸⁾	12/18/2029	Common Stock	164,500	$0.00⁽¹¹⁾	0	D
Restricted Stock Unit (right to buy)	⁽⁵⁾	11/17/2022		A		54,834		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	54,834	$0.00⁽¹¹⁾	54,834	D
Stock Option (right to buy)	$31.83	11/17/2022		D			4,512	⁽¹²⁾	12/09/2030	Common Stock	4,512	$0.00⁽¹³⁾	0	D
Restricted Stock Unit (right to buy)	⁽⁵⁾	11/17/2022		A		821		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	821	$0.00⁽¹³⁾	821	D
Stock Option (right to buy)	$31.83	11/17/2022		D			240,488	⁽¹²⁾	12/09/2030	Common Stock	240,488	$0.00⁽¹⁵⁾	0	D
Restricted Stock Unit (right to buy)	⁽⁵⁾	11/17/2022		A		43,726		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	43,726	$0.00⁽¹⁵⁾	43,726	D

Explanation of Responses:

1. Consists of 132,729 shares of common stock held by the Garry E. Menzel and Mary E. Henshall Family Trust, under instrument of trust dated July 29, 2010, to the Garry E. Menzel Revocable Trust of 2022, under Indenture of Trust dated April 5, 2022 (the "Menzel Trust"). The reporting person is the trustee of the Menzel Trust, and as such the reporting person may be deemed to beneficially own such securities. The reporting person and members of his immediate family are the sole beneficiaries of the Menzel Trust.

2. Consists of 132,730 shares of common stock held by and the Mary E. Henshall Revocable Trust of 2022, under Indenture of Trust dated April 5, 2022 (the "Henshall Trust"). The reporting person's spouse is the trustee of the Henshall Trust, and as such the reporting person may be deemed to beneficially own such securities. The reporting person and members of his immediate family are the sole beneficiaries of the Henshall Trust.

3. This cancelled option vested 25% on January 1, 2020 and the remaining 75% vests in 36 substantially equal monthly installments thereafter.

4. 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 April 11, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 2,080.

5. 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.

6. The restricted stock units will vest 98% on December 1, 2022, and 2% on December 1, 2023.

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 April 11, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 159,956.

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

9. 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 1,167.

10. 73% of these RSUs will vest on December 1, 2022, 25% will vest on December 1, 2023 and the remaining 2% will vest on December 1, 2024.

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 19, 2019. In exchange for such stock option, the reporting person received restricted stock units in the amount of 54,834.

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

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 821.

14. 48% of these RSUs will vest on December 1, 2022, 25% will vest on December 1, 2023, another 25% will vest on December 1, 2024 and the remaining 2% will vest on December 1, 2025.

15. 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 43,726.

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).
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SEC Form 4 filed by Menzel Garry E