Statement of Ownership (sc 13g)
February 14 2022 - 4:22PM
Edgar (US Regulatory)
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
Achilles Therapeutics plc
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(Name of Issuer)
Ordinary Shares, nominal value £0.001
per share
|
|
(Title of Class of Securities)
00449L102**
|
|
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(CUSIP Number)
December 31, 2021
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|
|
|
(Date of Event which Requires Filing of this
Statement)
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Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
*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 (the “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).
**This CUSIP applies to the American Depositary
Shares, each representing one Ordinary Share
CUSIP No. 00449L102
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1
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NAMES OF REPORTING PERSONS
Baker Bros. Advisors 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)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
4,039,480 (1)
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6
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SHARED VOTING POWER
-0-
|
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7
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SOLE DISPOSITIVE POWER
4,039,480 (1)
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,039,480 (1)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (1)(2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IA, PN
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|
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(1)
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Includes 2,591,366 Ordinary Shares (“Ordinary Shares”) of Achilles Therapeutics plc (the “Issuer”) that are represented
by 2,591,366 American Depositary Shares (“ADS”) and 1,448,114 Ordinary Shares issuable upon the conversion of 1,448,114 Non-Voting
Ordinary Shares (as defined in Item 4 and subject to the limitations as described therein) directly held by the Funds (as defined below).
Each ADS represents 1 Ordinary Share of the Issuer.
|
|
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(2)
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Based on 38,987,122 Ordinary Shares of the Issuer outstanding as of September 30, 2021, as reported in the Issuer’s Form 6-K filed
with the Securities and Exchange Commission (“SEC”) on November 9, 2021, plus 1,448,114 Ordinary Shares issuable upon the
conversion of 1,448,114 Non-Voting Ordinary Shares (as defined in Item 4 and subject to the limitations as described therein).
|
CUSIP No. 00449L102
|
1
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NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,039,480 (1)
|
|
6
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SHARED VOTING POWER
-0-
|
|
7
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SOLE DISPOSITIVE POWER
4,039,480 (1)
|
|
8
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SHARED DISPOSITIVE POWER
-0-
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,039,480 (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (1)(2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
HC, OO
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|
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(1)
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Includes 2,591,366 Ordinary Shares of the Issuer that are represented
by 2,591,366 ADS and 1,448,114 Ordinary Shares issuable upon the conversion of 1,448,114
Non-Voting Ordinary Shares (as defined in Item 4 and subject to the limitations as described
therein) directly held by the Funds (as defined below). Each ADS represents 1 Ordinary Share
of the Issuer.
|
|
|
(2)
|
Based on 38,987,122 Ordinary Shares of the Issuer outstanding as
of September 30, 2021, as reported in the Issuer’s Form 6-K filed with the
SEC on November 9, 2021, plus 1,448,114 Ordinary Shares issuable upon the conversion
of 1,448,114 Non-Voting Ordinary Shares (as defined in Item 4 and subject to the limitations
as described therein).
|
CUSIP No. 00449L102
|
1
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NAMES OF REPORTING PERSONS
Felix J. Baker
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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)
¨
(b)
¨
|
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3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,039,480 (1)
|
|
6
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SHARED VOTING POWER
-0-
|
|
7
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SOLE DISPOSITIVE POWER
4,039,480 (1)
|
|
8
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SHARED DISPOSITIVE POWER
-0-
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,039,480 (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (1)(2)
|
|
12
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TYPE OF REPORTING PERSON (See
Instructions)
IN, HC
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|
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(1)
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Includes 2,591,366 Ordinary Shares of the Issuer that are represented
by 2,591,366 ADS and 1,448,114 Ordinary Shares issuable upon the conversion of 1,448,114
Non-Voting Ordinary Shares (as defined in Item 4 and subject to the limitations as described
therein) directly held by the Funds (as defined below). Each ADS represents 1 Ordinary Share
of the Issuer.
|
|
|
(2)
|
Based on 38,987,122 Ordinary Shares of the Issuer outstanding as
of September 30, 2021, as reported in the Issuer’s Form 6-K filed with the SEC on November
9, 2021, plus 1,448,114 Ordinary Shares issuable upon the conversion of 1,448,114 Non-Voting
Ordinary Shares (as defined in Item 4 and subject to the limitations as described therein).
|
CUSIP No. 00449L102
|
1
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NAMES OF REPORTING PERSONS
Julian C. Baker
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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)
¨
(b)
¨
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,039,480 (1)
|
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
4,039,480 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,039,480 (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (1)(2)
|
|
12
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TYPE OF REPORTING PERSON (See
Instructions)
IN, HC
|
|
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(1)
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Includes 2,591,366 Ordinary Shares of the Issuer that are represented
by 2,591,366 ADS and 1,448,114 Ordinary Shares issuable upon the conversion of 1,448,114
Non-Voting Ordinary Shares (as defined in Item 4 and subject to the limitations as described
therein) directly held by the Funds (as defined below). Each ADS represents 1 Ordinary Share
of the Issuer.
|
|
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(2)
|
Based on 38,987,122 Ordinary Shares of the Issuer outstanding as
of September 30, 2021, as reported in the Issuer’s Form 6-K filed with the SEC on November
9, 2021, plus 1,448,114 Ordinary Shares issuable upon the conversion of 1,448,114 Non-Voting
Ordinary Shares (as defined in Item 4 and subject to the limitations as described therein).
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Schedule 13G
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Item 1(a)
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Name
of Issuer:
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Achilles Therapeutics plc (the
“Issuer”)
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Item 1(b)
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Address
of Issuer’s Principal Executive Offices:
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245 Hammersmith Road
London W6 8PW United Kingdom
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Item 2(a)
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Name
of Person Filing:
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This Schedule 13G is being filed jointly by Baker Bros. Advisors
LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Felix J. Baker and Julian C. Baker (collectively,
the “Reporting Persons”).
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Item 2(b)
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Address
of Principal Business Office or, if None, Residence:
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The business address of each of the
Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd
Floor
New York, NY 10014
(212) 339-5690
The Adviser is a limited partnership organized under the laws
of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship
of each of Julian C. Baker and Felix J. Baker is the United States of America.
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Item 2(d)
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Title of Class of Securities
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Ordinary Shares, nominal value £0.001
per share (“Ordinary Shares”).
00449L102
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or
(c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Exchange Act.
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Exchange Act.
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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x
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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x
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Items 5 through 9 and 11 of each of the cover pages to this Schedule
13G are incorporated herein by reference.
Set forth below is the aggregate number of Ordinary Shares represented
by American Depositary Shares of the Issuer (“ADS”) directly held by each of Baker Brothers Life Sciences, L.P. (“Life
Sciences”) and 667, L.P. (“667”, and together with Life Sciences, the “Funds”) which may be deemed to be
indirectly beneficially owned by the Reporting Persons, as well as Ordinary Shares that may be acquired upon conversion of Class A
non-voting Ordinary Shares (“Non-Voting Ordinary Shares”) convertible at any time without consideration on a 1-for-1 basis,
subject to the limitations on conversion described below. Each ADS represents one Ordinary Shares of the Issuer.
The information set forth below is based on 38,987,122 Ordinary Shares
outstanding as of September 30, 2021, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission
on November 9, 2021, plus 1,448,114 Ordinary Shares issuable upon the conversion of 1,448,114 Non-Voting Ordinary Shares, subject
to the limitations on conversion described below. Such percentage figures are calculated in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Name
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Number of Ordinary Shares we own or have
the right to acquire within 60 days
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Percent of Class
Outstanding
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667, L.P.
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310,031
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0.77
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%
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Baker Brothers Life Sciences, L.P.
|
|
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3,729,449
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9.22
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%
|
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Total
|
|
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4,039,480
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9.99
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%
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The Non-Voting Ordinary Shares are only convertible to the extent
that after giving effect to such conversion the holders thereof, their affiliates and any persons who are members of a Section 13(d) group
with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act,
no more than 9.99% of the outstanding Ordinary Shares (“Beneficial Ownership Limitation”). By written notice to the Issuer,
the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage
not in excess of 19.9%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. As
a result of this restriction, the number of Ordinary Shares that may be issued upon conversion of the Non-Voting Ordinary Shares by the
above holders may change depending upon changes in the outstanding Ordinary Shares.
Pursuant to the management agreements, as amended, among the Adviser,
the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion
and authority with respect to the investment and voting power of the securities held by the Funds and thus the Adviser has complete and
unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as managing members
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
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Item
5.
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Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ¨. N/A
|
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Item
6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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The information in Item 4 is
incorporated herein by reference.
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Item 8.
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Identification and Classification of Members of the Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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N/A
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
February 14, 2022
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BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC,
its general partner
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By:
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/s/
Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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BAKER BROS.
ADVISORS (GP) LLC
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By:
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/s/
Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/ Julian
C. Baker
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Julian C. Baker
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/s/ Felix
J. Baker
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Felix J. Baker
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