FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Chodakewitz Jeffrey
 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)
(Last)
(First)
(Middle)

C/O ADICET BIO, INC., 200 BERKELEY STREET, 19TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
08/14/2023
(Street)

BOSTON, MA 02116
(City)
(State)
(Zip)
4. If Amendment, Date 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



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 of Derivative Security: 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

Stock Option (Right to Buy)

 $16.1108/14/2023 D (1)   30,000  (2) 09/16/2030

Common Stock

30,000 $ 0 (1) 0 D 

Stock Option (Right to Buy)

 $2.14 (3) 08/14/2023 A (1)  30,000   (2) 09/16/2030

Common Stock

30,000 $ 0 (1) 30,000D 

Stock Option (Right to Buy)

 $15.9308/14/2023 D (1)   18,500  (4) 04/29/2031

Common Stock

18,500 $ 0 (1) 0 D 

Stock Option (Right to Buy)

 $2.14 (3) 08/14/2023 A (1)  18,500   (4) 04/29/2031

Common Stock

18,500 $ 0 (1) 18,500D 

Stock Option (Right to Buy)

 $11.4908/14/2023 D (1)   18,500  (4) 06/01/2032

Common Stock

18,500 $ 0 (1) 0 D 

Stock Option (Right to Buy)

 $2.14 (3) 08/14/2023 A (1)  18,500   (4) 06/01/2032

Common Stock

18,500 $ 0 (1) 18,500D 

Stock Option (Right to Buy)

 $5.19508/14/2023 D (1)   26,400  (5) 05/31/2033

Common Stock

26,400 $ 0 (1) 0 D 

Stock Option (Right to Buy)

 $2.14 (3) 08/14/2023 A (1)  26,400   (5) 05/31/2033

Common Stock

26,400 $ 0 (1) 26,400D 

Explanation of Responses:
1.

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.

2.

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.

3.

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.

4.

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

5.

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.



Signatures

/s/ Nick Harvey, Attorney-in-Fact

08/16/2023
** Signature of Reporting PersonDate
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