If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* 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 the cover page.
The information
required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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).
1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Lansdowne Partners (UK) LLP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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21,143,500
[1]
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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21,143,500
1
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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21,143,500
1
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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[_]
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____________________
[1]
The 21,143,500 Ordinary Shares beneficially owned consist of 13,160,170 Ordinary Shares and 1,596,666 American Depositary Shares,
which may be exchanged for Ordinary Shares at a 1:5 ratio.
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.18%
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14.
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TYPE OF REPORTING PERSON
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IA
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Lansdowne Developed Markets Master Fund Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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21,143,500
[2]
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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21,143,500
2
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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21,143,500
2
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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[_]
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__________________
[1]
The 21,143,500 Ordinary Shares beneficially owned consist of 13,160,170 Ordinary Shares and 1,596,666 American Depositary Shares,
which may be exchanged for Ordinary Shares at a 1:5 ratio.
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.18%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No. 86627R102
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13D/A
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Statement on Schedule 13D/A
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ITEM 1.
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SECURITY AND ISSUER
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This statement
on Schedule 13D/A (the "
Schedule 13D/A
") relates to the Ordinary Shares, par value £0.01 per share (the
"
Ordinary Shares
") and the American Depositary Shares, each representing five Ordinary Shares (the “
ADSs
”
and together with the Ordinary Shares, the “
Shares
”), of Summit Therapeutics PLC, a foreign private issuer
incorporated in England and Wales whose principal executive office is located at 136A Eastern Avenue, Milton Park, Abingdon, Oxfordshire
OX14 4SB, United Kingdom (the "
Issuer
").
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ITEM 2.
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IDENTITY AND BACKGROUND.
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(a-c, f) This
Schedule 13D/A is being filed on behalf of: (i) Lansdowne Partners (UK) LLP, an English limited liability partnership ("
Lansdowne
")
and (ii) Lansdowne Developed Markets Master Fund Limited, a Cayman Islands exempted company (the "
Fund
" and together
with Lansdowne, the “
Reporting Persons
”). The Fund is a privately offered investment fund that holds the Shares
reported in this Schedule 13D/A. Lansdowne is the investment adviser to the Fund and as a result is the beneficial owner of the
Shares reported in this Schedule 13D/A.
The principal business address of Lansdowne
is 15 Davies Street, London W1K 3AG, England and the principal business address of the Fund is c/o BNP Paribas Fund Administration
Services, 2 Grand Canal Plaza, Grand Canal Street, Dublin 2, Ireland.
(d) None
of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None
of the Reporting Persons 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.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The funds for
the purchase of the Shares beneficially owned by the Reporting Persons came from the working capital of the Fund. The total cost
for the Ordinary Shares beneficially owned by the Reporting Persons is £15,778,040 and the total cost for the ADSs beneficially
owned by the Reporting Persons is $17,206,992. No borrowed funds were used to purchase the Shares, other than any borrowed funds
used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
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ITEM 4.
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PURPOSE OF TRANSACTION.
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The Reporting
Persons hold the securities described in Item 5 of this statement for investment purposes only.
The Reporting
Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions
to Schedule 13D/A.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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(a - e) Regarding
aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership,
see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each
Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power
to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row
10 of the cover page of each Reporting Person.
There have been
no transactions by the Reporting Persons in the Shares during the past sixty days. This Schedule 13D/A is being filed to reflect
a change in the Reporting Person’s ownership of the Shares due to a change in the number of the Issuer’s Shares outstanding.
ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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None
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A
Exhibit B
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Joint Filing Agreement
Schedule of Transactions in Shares
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CUSIP No. 86627R102
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13D/A
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SIGNATURES
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.
Date: January 11, 2019
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Lansdowne Partners (UK) LLP
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/s/ Hugh Orange
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Signature
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Hugh Orange
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Chief Compliance Officer
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Lansdowne Developed Markets Master Fund Limited
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/s/ Hugh Orange
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Signature
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Hugh Orange
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Chief Compliance Officer of its investment adviser
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D/A,
dated January 11, 2019, relating to the Ordinary Shares, par value £0.01 per share and the American Depositary Shares, each
representing five Ordinary Shares, of Summit Therapeutics PLC shall be filed on behalf of the undersigned.
Date: January 11, 2019
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Lansdowne Partners (UK) LLP
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/s/ Hugh Orange
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Signature
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Hugh Orange
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Chief Compliance Officer
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Lansdowne Developed Markets Master Fund Limited
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/s/ Hugh Orange
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Signature
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Hugh Orange
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Chief Compliance Officer of its investment adviser
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