Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 10:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Autolus Therapeutics plc
(Name of Issuer)
American Depositary Shares and Ordinary Shares,
nominal value $0.000042 per share
(Title of Class of Securities)
05280R 100**
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ 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 the disclosures
provided in a prior cover page.
|
The information required in 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).
| ** |
There is no CUSIP number assigned to the ordinary
shares. CUSIP number 05280R 100 has been assigned to the American
Depositary Shares of the Issuer, which are quoted on the Nasdaq
Global Select Market under the symbol “AUTL.” Each American
Depositary Share represents the right to receive one ordinary
share.
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| CUSIP No. 05280R
100 |
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SCHEDULE 13G/A |
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1 |
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Names of Reporting Person:
Syncona Portfolio Limited
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2 |
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Check the appropriate box if a member of a Group (see
instructions)
(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
Guernsey
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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
0
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|
|
6 |
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Shared Voting Power
33,527,162 (1)
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7 |
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Sole Dispositive Power
0
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8 |
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Shared Dispositive Power
33,527,162 (1)
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
33,527,162 (1)
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|
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)
19.7% (2)
|
|
12 |
|
Type of Reporting Person (See Instructions)
CO
|
| (1) |
Consists of 12,180,333 ordinary shares and 21,346,829
American Depositary Shares (“ADSs”) held directly by Syncona
Portfolio Limited. Each ADS represents one ordinary
share, nominal value $0.000042 per share, of the Issuer.
The ordinary shares and the ADSs are collectively referred to as
the “Ordinary Shares”.
|
| (2) |
Based on 173,084,872 Ordinary Shares outstanding as of
December 31, 2022 as provided by the Issuer to the reporting person
on February 10, 2023.
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Page 2 of 10
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| CUSIP No. 05280R
100 |
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SCHEDULE 13G |
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1 |
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Names of Reporting Person:
Syncona Holdings Limited
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2 |
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Check the appropriate box if a member of a Group (see
instructions)
(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
Guernsey
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
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5 |
|
Sole Voting Power
0
|
|
|
6 |
|
Shared Voting Power
33,527,162 (1)
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7 |
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Sole Dispositive Power
0
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8 |
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Shared Dispositive Power
33,527,162 (1)
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9 |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
33,527,162 (1)
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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)
19.7% (2)
|
|
12 |
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Type of Reporting Person (See Instructions)
CO
|
| (1) |
Consists of 12,180,333 ordinary shares and 21,346,829
ADSs held directly by Syncona Portfolio Limited. Each ADS
represents one ordinary share, nominal value $0.000042 per
share, of the Issuer.
|
| (2) |
The percentage of outstanding Ordinary Shares of the
Issuer beneficially owned by Syncona Portfolio Limited is set forth
on Line 11 above. Based on 173,084,872 Ordinary Shares outstanding
as of December 31, 2022 as provided by the Issuer to the reporting
person on February 10, 2023.
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Page 3 of 10
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| CUSIP No. 05280R
100 |
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SCHEDULE 13G |
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1 |
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Names of Reporting Person:
Syncona Investment Management Limited
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2 |
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Check the appropriate box if a member of a Group (see
instructions)
(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 Kingdom
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|
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|
|
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5 |
|
Sole Voting Power
0
|
|
|
6 |
|
Shared Voting Power
33,527,162 (1)
|
|
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7 |
|
Sole Dispositive Power
0
|
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8 |
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Shared Dispositive Power
33,527,162 (1)
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9 |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
33,527,162 (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)
19.7% (2)
|
|
12 |
|
Type of Reporting Person (See Instructions)
CO
|
| (1) |
Consists of 12,180,333 ordinary shares and 21,346,829
ADSs held directly by Syncona Portfolio Limited. Each ADS
represents one ordinary share, nominal value $0.000042 per
share, of the Issuer.
|
| (2) |
The percentage of outstanding Ordinary Shares of the
Issuer beneficially owned by Syncona Portfolio Limited is set forth
on Line 11 above. Based on 173,084,872 Ordinary Shares outstanding
as of December 31, 2022 as provided by the Issuer to the reporting
person on February 10, 2023.
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Page 4 of 10
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| CUSIP No. 05280R
100 |
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SCHEDULE 13G |
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1 |
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Names of Reporting Person:
Syncona Limited
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2 |
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Check the appropriate box if a member of a Group (see
instructions)
(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
Guernsey
|
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|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5 |
|
Sole Voting Power
0
|
|
|
6 |
|
Shared Voting Power
33,527,162 (1)
|
|
|
7 |
|
Sole Dispositive Power
0
|
|
|
8 |
|
Shared Dispositive Power
33,527,162 (1)
|
|
|
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|
|
|
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|
9 |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
33,527,162 (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)
19.7% (2)
|
|
12 |
|
Type of Reporting Person (See Instructions)
CO
|
| (1) |
Consists of 12,180,333 ordinary shares and 21,346,829
ADSs held directly by Syncona Portfolio Limited. Each ADS
represents one ordinary share, nominal value $0.000042 per
share, of the Issuer.
|
| (2) |
The percentage of outstanding Ordinary Shares of the
Issuer beneficially owned by Syncona Portfolio Limited is set forth
on Line 11 above. Based on 173,084,872 Ordinary Shares outstanding
as of December 31, 2022 as provided by the Issuer to the reporting
person on February 10, 2023.
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Page 5 of 10
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| CUSIP No. 05280R
100 |
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SCHEDULE 13G |
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1 |
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Names of Reporting Person:
Martin Murphy
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2 |
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Check the appropriate box if a member of a Group (see
instructions)
(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 Kingdom
|
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|
|
|
|
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5 |
|
Sole Voting Power
0
|
|
|
6 |
|
Shared Voting Power
33,527,162 (1)
|
|
|
7 |
|
Sole Dispositive Power
0
|
|
|
8 |
|
Shared Dispositive Power
33,527,162 (1)
|
|
|
|
|
|
|
|
|
9 |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
33,527,162 (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)
19.7% (2)
|
|
12 |
|
Type of Reporting Person (See Instructions)
IN
|
| (1) |
Consists of 12,180,333 ordinary shares and 21,346,829
ADSs held directly by Syncona Portfolio Limited. Each ADS
represents one ordinary share, nominal value $0.000042 per
share, of the Issuer.
|
| (2) |
The percentage of outstanding Ordinary Shares of the
Issuer beneficially owned by Syncona Portfolio Limited is set forth
on Line 11 above. Based on 173,084,872 Ordinary Shares outstanding
as of December 31, 2022 as provided by the Issuer to the reporting
person on February 10, 2023.
|
Page 6 of 10
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| CUSIP No. 05280R
100 |
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SCHEDULE 13G |
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1 |
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Names of Reporting Person:
Chris Hollowood
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2 |
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Check the appropriate box if a member of a Group (see
instructions)
(a) ☐ (b) ☒
|
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3 |
|
SEC Use Only
|
|
4 |
|
Citizenship or Place of Organization
United Kingdom
|
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5 |
|
Sole Voting Power
0
|
|
|
6 |
|
Shared Voting Power
33,527,162 (1)
|
|
|
7 |
|
Sole Dispositive Power
0
|
|
|
8 |
|
Shared Dispositive Power
33,527,162 (1)
|
|
|
|
|
|
|
|
|
9 |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
33,527,162 (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)
19.7% (2)
|
|
12 |
|
Type of Reporting Person (See Instructions)
IN
|
| (1) |
Consists of 12,180,333 ordinary shares and 21,346,829
ADSs held directly by Syncona Portfolio Limited. Each ADS
represents one ordinary share, nominal value $0.000042 per
share, of the Issuer.
|
| (2) |
The percentage of outstanding Ordinary Shares of the
Issuer beneficially owned by Syncona Portfolio Limited is set forth
on Line 11 above. Based on 173,084,872 Ordinary Shares outstanding
as of December 31, 2022 as provided by the Issuer to the reporting
person on February 10, 2023.
|
Page 7 of 10
| (a) |
Name of Issuer: Autolus Therapeutics plc
|
| (b) |
Address of Issuer’s principal executive
offices: The Media Works, 191 Wood Lane, London W12 7FP
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| (a) |
Name of reporting persons filing:
|
| |
(i) |
Syncona Portfolio Limited;
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| |
(ii) |
Syncona Holdings Limited;
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| |
(iii) |
Syncona Investment Management Limited;
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| (b) |
Address of principal business office or, if none,
residence:
|
The address of the principal business office of Syncona Portfolio
Limited, Syncona Holdings Limited and Synocna Limited is Arnold
House, St Julian’s Avenue, St Peter Port, Guernsey GY1 3RD, Channel
Islands. The address of the principal business office of Syncona
Investment Management Limited, Martin Murphy and Chris Hollowood is
2nd Floor, 8 Bloomsbury Street, London WC1B 3SR, United
Kingdom.
Syncona Portfolio Limited, Syncona Holdings Limited and Syncona
Limited’s citizenship is Guernsey. Syncona Investment Management
Limited, Martin Murphy and Chris Hollowood’s citizenship is United
Kingdom.
| (d) |
Title and class of securities:
|
Ordinary Shares, nominal value $0.000042 per share, and American
Depositary Shares (“ADS”). Each ADS represents one ordinary
share, nominal value $0.000042 per share, of the
Issuer.
There is no CUSIP number assigned to the ordinary
shares. CUSIP number 05280R 100 has been assigned to the ADS,
which are quoted on the Nasdaq Global Select Market under the
symbol “AUTL.”
| Item 3. |
If this statement is filed pursuant to §§
240.13d-1(b) or
240.13d-2(b) or (c), check
whether the person filing is a:
|
Not applicable.
The following information with respect to the ownership of Ordinary
Shares of the Issuer by the Reporting Persons filing this statement
on Schedule 13G/A is provided as of December 31, 2022:
Page 8 of 10
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Reporting Persons
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Ordinary
Shares Held
Directly (1) |
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Sole
Power
to Vote
or
Direct
the
Vote (1) |
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Shared
Power to
Vote or
Direct the
Vote (1) |
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Sole
Power to
Dispose or
Direct the
Disposition
(1) |
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Shared
Power to
Dispose or
Direct the
Disposition
(1) |
|
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Amount
Beneficially
Owned (1) |
|
|
Percentage
of Class (2) |
|
|
Syncona Portfolio Limited
|
|
|
33,527,162 |
|
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|
0 |
|
|
|
33,527,162 |
|
|
|
0 |
|
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|
33,527,162 |
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|
33,527,162 |
|
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19.7 |
% |
|
Syncona Holdings Limited
|
|
|
0 |
|
|
|
0 |
|
|
|
33,527,162 |
|
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|
0 |
|
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|
33,527,162 |
|
|
|
33,527,162 |
|
|
|
19.7 |
% |
|
Syncona Investment Management Limited
|
|
|
0 |
|
|
|
0 |
|
|
|
33,527,162 |
|
|
|
0 |
|
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|
33,527,162 |
|
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|
33,527,162 |
|
|
|
19.7 |
% |
|
Syncona Limited
|
|
|
0 |
|
|
|
0 |
|
|
|
33,527,162 |
|
|
|
0 |
|
|
|
33,527,162 |
|
|
|
33,527,162 |
|
|
|
19.7 |
% |
|
Martin Murphy
|
|
|
0 |
|
|
|
0 |
|
|
|
33,527,162 |
|
|
|
0 |
|
|
|
33,527,162 |
|
|
|
33,527,162 |
|
|
|
19.7 |
% |
|
Chris Hollowood
|
|
|
0 |
|
|
|
0 |
|
|
|
33,527,162 |
|
|
|
0 |
|
|
|
33,527,162 |
|
|
|
33,527,162 |
|
|
|
19.7 |
% |
| (1) |
Consists of 12,180,333 ordinary shares and 21,346,829
ADSs held directly by Syncona Portfolio Limited. Each ADS
represents one ordinary share, nominal value $0.000042 per
share, of the Issuer. The ordinary shares and the ADS are
collectively referred to as the “Ordinary Shares”.
|
| (2) |
The percentage of outstanding Ordinary Shares of the
Issuer beneficially owned was calculated based on 173,084,872
Ordinary Shares outstanding as of December 31, 2022 as provided by
the Issuer to the reporting person on February 10, 2023.
|
The shares are owned directly by Syncona Portfolio Limited
(“Syncona Portfolio”) and indirectly by Syncona Holdings Limited
(“Syncona Holdings”), Syncona Limited (“Syncona Limited”), Martin
Murphy and Chris Hollowood. Syncona Portfolio is a wholly owned
subsidiary of Syncona Holdings, and Syncona Holdings is a wholly
controlled subsidiary of Syncona Limited, a publicly-listed
company. Investment and voting decisions with respect to these
shares are made by Syncona Portfolio, acting upon the
recommendation of Martin Murphy and Chris Hollowood, who comprise
the investment committee of Syncona Investment Management Limited,
also a subsidiary of Syncona Holdings. Each of these entities
disclaims beneficial ownership except to the extent of its
pecuniary interest therein, if any.
| Item 5. |
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 [ ].
| Item 6. |
Ownership of more than Five Percent on Behalf of
Another Person.
|
Not applicable.
| Item 7. |
Identification and classification of the subsidiary
which acquired the security being reported on by the parent holding
company or control person.
|
Not applicable.
| Item 8. |
Identification and classification of members of the
group.
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
Page 9 of 10
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.
|
|
|
| SYNCONA PORTFOLIO LIMITED |
|
|
| By: |
|
/s/ Rob Hutchinson
|
| Name: |
|
Rob Hutchinson |
| Title: |
|
Director |
|
|
|
| SYNCONA HOLDINGS LIMITED |
|
|
| By: |
|
/s/ Rob Hutchinson
|
| Name: |
|
Rob Hutchinson |
| Title: |
|
Director |
|
|
|
| SYNCONA INVESTMENT MANAGEMENT
LIMITED |
|
|
| By: |
|
/s/ Chris Hollowood
|
| Name: |
|
Chris Hollowood |
| Title: |
|
CEO |
|
|
|
| SYNCONA LIMITED |
|
|
| By: |
|
/s/ Rob Hutchinson
|
| Name: |
|
Rob Hutchinson |
| Title: |
|
Director |
|
|
|
|
|
|
/s/ Martin
Murphy
Martin Murphy
|
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|
/s/ Chris
Hollowood
Chris Hollowood
|
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| Exhibit(s): |
|
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| Exhibit 99.1: |
|
Joint Filing Statement |
Page 10 of 10
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