SEC Filing | Adicet Bio

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sinclair Andrew

(Last)

(First)

(Middle)

C/O ADICET BIO, INC,,

500 BOYLSTON STREET, 13TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,640,721	I	See Footnote⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. These securities are held by Abingworth Bioventures 8 LP ("ABV 8"). Abingworth Bioventures 8 GP LP ("Abingworth GP") serves as the general partner of ABV 8. Abingworth General Partner 8 LLP ("Abingworth GP 8"), serves as the general partner of Abingworth GP. ABV 8 (acting by its general partner Abingworth GP, acting by its general partner Abingworth GP 8) has delegated to Abingworth LLP, all investment and dispositive power over the securities held by ABV 8. The Reporting Person is a Partner and Portfolio Manager of Abingworth LLP.

2. An investment committee approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the shares held by ABV 8. The Reporting Person is a member of the investment committee of ABV 8. From time to time, the investment committee may delegate investment and voting authority over certain securities held by ABV 8 to employees of Abingworth LLP, subject to the supervision and oversight of the investment committee, including any limits on such authority imposed by the investment committee in its discretion and the right of the investment committee to revoke such authority at any time. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any.

Remarks:

Exhibit: Power of Attorney

	/s/Andrew Sinclair, Ph.D.	03/04/2021
	** 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 5 (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.


                             LIMITED POWER OF ATTORNEY

    The undersigned hereby constitutes and appoints each of Chen Schor, Chief
Executive Officer of Adicet Bio, Inc., a Delaware corporation (the Company"),
Carrie Krehlik, Chief Human Resources Officer of the Company, Nick Harvey,
Chief Financial Officer of the Company, and Danielle Lauzon and Gabriela
Morales-Rivera both of Goodwin Procter LLP, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

    (1)    execute for and on behalf of the undersigned, in the undersigned's
capacity as officer and/or director of the Company, from time to time the
following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID,
including any attached documents (such as Update Passphrase Authentication),
to effect the assignment of codes to the undersigned to be used in the
transmission of information to the SEC using the EDGAR System; (ii) Form 3,
Initial Statement of Beneficial Ownership of Securities, including any
attached documents; (iii)Form 4, Statement of Changes in Beneficial Ownership
of Securities, including any attached documents; (iv) Form 5, Annual
Statement of Beneficial Ownership of Securities in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder, including any attached documents; (v) Schedules 13D and 13G; and
(vi) amendments of each thereof, in accordance with the Securities Exchange
Act of 1934, as amended, and the rules thereunder, including any attached
documents;

    (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and
timely file such form(s) with the SEC and any securities exchange, national
association or similar authority; and

    (3)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as
amended.  The undersigned hereby agrees to indemnify the attorneys-in-fact
and the Company from and against any demand, damage, loss, cost or expense
arising from any false or misleading information provided by the undersigned
to the attorneys-in-fact.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.  This Power of Attorney
supersedes any prior power of attorney in connection with the undersigned's
capacity as an officer and/or director of the Company.  This Power of
Attorney shall expire as to any individual attorney-in-fact if such attorney-
in-fact ceases to be an employee of the Company.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of March 4, 2021.

                                   /s/ Andrew Sinclair
                                   -------------------
                                   Name: Andrew Sinclair