If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 67022C106
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
Abingworth LLP
98-0518585
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2.
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Check the
Appropriate Box if a Member of a Group (See Instructions):
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions): WC (See Item 3)
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
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6.
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Citizenship or Place of Organization: England
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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1,640,721*
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Owned by
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Each Reporting
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9. Sole Dispositive Power:
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0
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Person with
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10. Shared Dispositive Power:
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1,640,721*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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1,640,721*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
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13.
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Percent of Class Represented by Amount in Row (11): 5.2%*
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14.
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Type of Reporting Person (See Instructions): PN
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*As of March 2, 2021 (the
“Event Date”), Abingworth LLP (“Abingworth”) may be deemed to beneficially own an aggregate
of 1,640,721 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Adicet Bio, Inc. (the
“Issuer”) 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, serves as the general partner of Abingworth
GP. ABV 8 (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner 8 LLP) has delegated
to Abingworth, all investment and dispositive power over the securities held by ABV 8. Abingworth holds the reported securities
indirectly through ABV 8. Based on the information from the Issuer and other public information, there were 31,318,990 shares
of Common Stock outstanding as of the Event Date, thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, Abingworth may be deemed to beneficially own 5.2% of the Common Stock deemed issued and outstanding.
CUSIP No. 67022C106
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
Abingworth Bioventures 8, LP
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2.
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Check the
Appropriate Box if a Member of a Group (See Instructions):
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions): WC (See Item 3)
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
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6.
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Citizenship or Place of Organization: England
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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1,640,721*
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Owned by
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Each Reporting
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9. Sole Dispositive Power:
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0
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Person with
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10. Shared Dispositive Power:
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1,640,721*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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1,640,721*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
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13.
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Percent of Class Represented by Amount in Row (11): 5.2%*
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14.
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Type of Reporting Person (See Instructions): PN
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*Consists of 1,640,721 shares of Common
Stock held directly by ABV 8. As of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
ABV 8 may be deemed to beneficially own 5.2% of the Common Stock deemed issued and outstanding.
The foregoing beneficial ownership percentage
is based upon 31,318,990 shares of Common Stock issued and outstanding as of the Event Date based on information received from
the Issuer and other public information.
Item 1.
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Security and Issuer
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This Schedule 13D (the “Schedule
13D”) relates to shares of common stock, par value $0.0001 per share (the “Common Stock”), of Adicet
Bio, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 500 Boylston Street,
12th Floor, Boston, MA 02116.
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Item 2.
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Identity and Background
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This statement is being filed
on behalf of Abingworth Bioventures 8, LP (“ABV 8”), and Abingworth LLP (“Abingworth” together
with ABV 8, the “Reporting Persons”). Abingworth is the investment manager of ABV 8.
Abingworth Bioventures
8 GP LP, a Scottish limited partnership, serves as the general partner of ABV 8. Abingworth General Partner 8 LLP, an
English limited liability partnership (together with Abingworth Bioventures 8 GP LP, the “General
Partners”), serves as the general partner of Abingworth Bioventures 8 GP LP. ABV 8 (acting by its general
partner Abingworth Bioventures 8 GP LP, acting by its general partner Abingworth General Partner 8 LLP) has delegated to
Abingworth all investment and dispositive power over the securities held by ABV 8. An investment committee of
Abingworth, currently comprised of Andrew Sinclair, Timothy Haines, Kurt von Emster, Bali Muralidhar, Brian Gallagher and
Genghis Lloyd-Harris (collectively the “Investment Committee”), approves investment and voting decisions
by a specified majority vote, and no individual member has the sole control or voting power over the securities held by ABV
8. Each of Abingworth, Abingworth Bioventures 8 GP LP, Abingworth General Partner 8 LLP, and each member of the Investment
Committee disclaims beneficial ownership of the common stock held by ABV 8.
The address of the principal
business office of each of the Reporting Persons is c/o Abingworth LLP, Princes House, 38 Jermyn Street, London, England SW1Y 6DN.
The principal business of
ABV 8 is to invest in and assist growth-oriented businesses in the life science and biomedical industries. The principal business
of Abingworth is to serve as the investment manager to certain investment funds, including ABV 8.
None of the Reporting Persons,
the General Partners or any of their respective executive officers has, during the last five (5) years, been convicted in a criminal
proceeding.
None of the Reporting Persons,
the General Partners or any of their executive officers has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ABV 8 is a limited partnership
organized under the laws of England. Abingworth is a limited liability partnership organized under the laws of England.
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Item 3.
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Source and Amount of Funds or Other Consideration
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On February 12, 2021,
ABV 8 purchased 1,640,721 shares of Common Stock in a registered public offering of the Issuer. ABV 8 purchased the Common
Stock with its investment capital for an aggregate purchase price of approximately $21,329,373, which represents a per share
purchase price of $13.00.
Item 4.
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Purpose of Transaction
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The Reporting Persons acquired
the securities reported herein for investment in the ordinary course of business because of their belief that the Issuer represents
an attractive investment based on the Issuer’s business prospects and strategy. The Reporting Persons reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities
at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.
Dr. Andrew Sinclair is a
Partner and Portfolio Manager of Abingworth and was appointed to the Board of Directors (the “Board”) of the
Issuer on March 2, 2021 (the “Event Date”).
Except as set forth herein,
the Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the matters set forth under subsections
(a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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Based on the information
from the Issuer and other public information, there were 31,318,990 shares of Common Stock outstanding as of the Event Date. Abingworth
may be deemed to beneficially own an aggregate of 1,640,721 shares of Common Stock of the Issuer. The number of shares of Common
Stock reported above consists of 1,640,721 shares of Common Stock held by ABV 8. Abingworth, as the investment manager of ABV 8,
may be deemed to beneficially own the 1,640,721 shares of Common Stock held by ABV 8. Thus, as of the Event Date, for purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth may be deemed to beneficially own 5.2% of the shares
of Common Stock deemed issued and outstanding. Ownership reported herein excludes options to purchase up to 28,828 shares of Common
Stock (the “Options”) issued to Dr. Sinclair pursuant to his Board appointment. The Options are exercisable
for ten (10) years at an exercise price of $15.75 per share. 33% of the shares of Common Stock shall become exercisable on March
2, 2022, and the remaining 67% of the shares of Common Stock shall vest in twenty-four (24) equal monthly installments thereafter.
Except as described herein,
during the past sixty (60) days on or prior to the Event Date, and from the Event Date to the date of filing of this report, there
were no other purchases or sales of common stock, or securities convertible into or exchangeable for common stock, by the Reporting
Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities thereof.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
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Except as otherwise set forth
in this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships existing with respect to the
securities of the Issuer and any of the Reporting Persons.
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Item 7.
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Material to be Filed as Exhibits
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The following
exhibit is incorporated into this Schedule 13D:
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Exhibit 1
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Joint Filing Agreement, dated March 8, 2021, signed by each of the Reporting Persons in order to confirm that this Schedule 13D (and
any amendments hereto) are being filed on behalf of each of the Reporting Persons.
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Signature
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: March 8, 2021
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ABINGWORTH BIOVENTURES 8, LP
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By:
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Abingworth LLP, its Manager
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By:
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/s/ John Heard
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Name: John Heard
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Title: Authorized Signatory
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ABINGWORTH LLP
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By:
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/s/ John Heard
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Name: John Heard
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Title: Authorized Signatory
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).