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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Galimi Francesco (Last) (First) (Middle) C/O ADICET BIO, INC. 200 CLARENDON STREET, FLOOR 6 (Street) BOSTON MA 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) Director 10% Owner X Officer (give title below) Other (specify below) SVP & Chief Medical Officer
	3. Date of Earliest Transaction (Month/Day/Year) 04/01/2022
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2022		M(1)		7,621	A	$5.97	67,538	D
Common Stock	04/01/2022		S(1)		7,621	D	$21	59,917	D
Common Stock	04/04/2022		M(1)		6,036	A	$13.27	65,953	D
Common Stock	04/04/2022		S(1)		6,036	D	$21	59,917	D
Common Stock	04/04/2022		M(1)		168	A	$5.97	60,085	D
Common Stock	04/04/2022		S(1)		168	D	$21	59,917	D
Common Stock	04/04/2022		M(1)		1,775	A	$16.82	61,692	D
Common Stock	04/04/2022		S(1)		1,775	D	$21	59,917	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$5.97	04/01/2022		M(1)			7,621	(2)	10/15/2029	Common Stock	7,621	(3)	113,820	D
Employee Stock Option (Right to Buy)	$13.27	04/04/2022		M(1)			6,036	(4)	01/12/2031	Common Stock	6,036	$0.00	73,964	D
Employee Stock Option (Right to Buy)	$5.97	04/04/2022		M(1)			168	(2)	10/15/2029	Common Stock	168	(3)	113,652	D
Employee Stock Option (Right to Buy)	$16.82	04/04/2022		M(1)			1,775	(5)	02/11/2031	Common Stock	1,775	$0.00	26,625	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person on April 30, 2021.

2. A total of 128,424 shares subject to an employee stock option were received as described in footnote (3). 25% of the shares vested on September 23, 2020, and 1/36th of the remaining unvested shares vest on each of the next thirty-six (36) monthly anniversaries thereafter, provided that the Reporting Person remains in continuous service as of the applicable vesting date.

3. Received in exchange for an employee stock option to acquire 1,035,685 shares of common stock of Adicet Bio, Inc., a Delaware corporation ("Old Adicet"), for $0.740 per share in connection with the merger (the "Merger") of Old Adicet with and into Project Oasis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of resTORbio, Inc., a Delaware corporation ("resTORbio"). On the effective date of the Merger, resTORbio changed its name to "Adicet Bio, Inc."

4. A total of 80,000 shares subject to an employee stock option were granted on January 13, 2021, with 1/48th of the shares vesting on each of the next forty-eight (48) monthly anniversaries thereafter, provided that the Reporting Person remains in continuous service as of the applicable vesting dates.

5. A total of 28,400 shares subject to an employee stock option were granted on February 12, 2021, with 1/48th of the shares vesting on each of the next forty-eight (48) monthly anniversaries thereafter, provided that the Reporting Person remains in continuous service as of the applicable vesting dates.

Remarks:

	/s/ Nick Harvey, Attorney-in-Fact	04/05/2022
	** 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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