SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Rothera Mark

(Last)

(First)

(Middle)

C/O ORCHARD THERAPEUTICS PLC

108 CANNON STREET

(Street)

LONDON

EC4N 6EU

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2020

3. Issuer Name and Ticker or Trading Symbol
Orchard Therapeutics plc [ ORTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares⁽¹⁾	93,796	D
Ordinary Shares⁽¹⁾	10,000	I	See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	10/25/2027	Ordinary Shares⁽¹⁾	1,544,698	$2.44	D
Stock Option (Right to Buy)	⁽⁴⁾	02/06/2028	Ordinary Shares⁽¹⁾	436,686	$2.44	D
Stock Option (Right to Buy)	⁽⁵⁾	09/12/2028	Ordinary Shares⁽¹⁾	410,289	$9.06	D
Stock Option (Right to Buy)	⁽⁶⁾	01/15/2029	Ordinary Shares⁽¹⁾	415,000	$12.54	D

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. The shares are held by the Rothera Family Trust U/A dated 9/24/15 with the Reporting Person's spouse as beneficiary and trustee.

3. 393,670 shares subject to this option vested on September 4, 2018 and the remaining shares vest in equal monthly installments over the three years thereafter.

4. 109,173 shares subject to this option vested on February 7, 2019 and the remaining shares vest in equal monthly installments over the three years thereafter.

5. The shares subject to this option vest in equal monthly installments over the four years after September 13, 2018.

6. The shares subject to this option vest in equal monthly installments over the four years after January 16, 2019.

Remarks:

Exhibit 24 - Power of Attorney Title: President and Chief Executive Officer

	/s/ Mark Rothera	01/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.