SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Jakobovits Aya

(Last)

(First)

(Middle)

C/O ADICET BIO, INC.

200 CLARENDON STREET, FLOOR 6

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Adicet Bio, Inc. [ ACET ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/22/2021		S4⁽¹⁾	7,000	D	$16.0162⁽²⁾	332,552	I	See Footnote⁽³⁾
Common Stock	12/22/2021		S4⁽¹⁾	7,000	D	$16.0286⁽⁴⁾	332,553	I	See Footnote⁽⁵⁾
Common Stock	12/23/2021		G⁽⁶⁾5	109,488	D	$0.00	0	I	See Footnote⁽⁷⁾
Common Stock	12/23/2021		G⁽⁶⁾5	29,905	A	$0.00	138,076	I	See Footnote⁽⁸⁾
Common Stock	12/23/2021		G⁽⁶⁾5	39,791	A	$0.00	372,343	I	See Footnote⁽³⁾
Common Stock	12/23/2021		G⁽⁶⁾5	39,792	A	$0.00	372,345	I	See Footnote⁽⁵⁾

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)	4. Transaction Code (Instr. 8)	(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)

Explanation of Responses:

1. These sales were effected pursuant to Rule 10b5-1 trading plans previously adopted by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.46 to $16.34. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

3. Shares held in a trust of which Dr. Jakobovits' spouse is the trustee and Dr. Jakobovits' daughter is the beneficiary.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.47 to $16.34. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

5. Shares held in a trust of which Dr. Jakobovits' spouse is the trustee and Dr. Jakobovits' son is the beneficiary.

6. Represents a gift of Common Stock made on December 23, 2021.

7. Shares transferred from a grantor retained annuity trust ("GRAT") of which Dr. Jakobovits' spouse is the trustee and Dr. Jakobovits the sole annuitant and current beneficiary. Following this transaction, this GRAT was terminated.

8. Shares held in a revocable trust of which Dr. Jakobovits and her spouse are co-trustees.

Remarks:

The Form 4s filed by Dr. Jakobovits on May 14, 2021, May 20, 2021 and June 17, 2021 (the "Prior Filings") incorrectly allocated the shares between trusts over which Dr. Jakobovits has beneficial ownership. The aggregate number of shares beneficially owned as reported in Column 5 of Table I on each of the Prior Filings was correct. Following the transactions reported on this Form 5, the shares over which Dr. Jakobovits has beneficial ownership are held in three trusts: (i) a trust of which Dr. Jakobovits' spouse is the trustee and Dr. Jakobovits' daughter is the beneficiary, (ii) a trust of which Dr. Jakobovits' spouse is the trustee and Dr. Jakobovits' son is the beneficiary, and (ii) a revocable trust of which Dr. Jakobovits and her spouse are co-trustees.

	/s/ Nick Harvey, Attorney-in-Fact for Aya Jakobovits	02/14/2022
	** 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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