0001213900-19-016496.txt : 20190822 0001213900-19-016496.hdr.sgml : 20190822 20190822134638 ACCESSION NUMBER: 0001213900-19-016496 CONFORMED SUBMISSION TYPE: 13F-HR/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190822 DATE AS OF CHANGE: 20190822 EFFECTIVENESS DATE: 20190822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Woodford Investment Management Ltd CENTRAL INDEX KEY: 0001634557 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 13F-HR/A SEC ACT: 1934 Act SEC FILE NUMBER: 028-16850 FILM NUMBER: 191045558 BUSINESS ADDRESS: STREET 1: 9400 GARSINGTON ROAD CITY: OXFORD STATE: X0 ZIP: OX4 2HN BUSINESS PHONE: 00 44 1865809023 MAIL ADDRESS: STREET 1: 9400 GARSINGTON ROAD CITY: OXFORD STATE: X0 ZIP: OX4 2HN FORMER COMPANY: FORMER CONFORMED NAME: Woodford Investment Management LLP DATE OF NAME CHANGE: 20150220 13F-HR/A 1 primary_doc.xml 13F-HR/A LIVE false false false 0001634557 XXXXXXXX 12-31-2018 12-31-2018 true 1 RESTATEMENT false Woodford Investment Management Ltd

9400 Garsington Road Oxford X0 OX4 2HN

13F HOLDINGS REPORT 028-16850 Y Explanatory Note: This amendment is being filed to correct errors in the Voting Authority None column of the Information Table as originally filed. The Reporting Manager ("WIM") is the investment manager of various funds (the "W Funds"), including the Other Included Managers set forth herein ("13F Funds"), and has defined investment discretion and, except as detailed below and in the Information Table ("Table"), shared voting authority with respect to the securities held by W Funds reported herein. With respect to Evofem Biosciences, Inc. ("EB"), LF Woodford Equity Income Fund ("LF") and Omnis Income & Growth Fund own shares of EB common stock ("E Stock") (each an "E Fund" and together the "E Funds"). The E Funds have each delivered to EB a duly executed irrevocable proxy appointing any designee of EB as their respective sole and exclusive attorney and proxy to vote at every meeting of EB stockholders with respect to all shares of E Stock owned by such E Fund in excess of 19.5% of the then outstanding shares of E Stock (the "E Threshold") in the same proportion as shares voted by all other stockholders (excluding such E Fund) voting on or consenting to such matters. Accordingly, each E Fund has voting power (which it shares with WIM) only up to and including the E Threshold. LF holds E Stock above the E Threshold, thus voting power above the E Threshold is reported as "none" in Column 8 of the Table. For this calculation, the total outstanding EB shares used was 25,867,248 shares outstanding as reported in EB's Form 10-Q, filed with the SEC on 11/7/18. Please refer to the Form of Voting Agreement, incorporated by reference to Exhibit 4.10 of EB's Form S-4 (No. 333-221592) filed on 11/15/17 and WIM's Schedule 13G/A with respect to the E Stock filed by WIM on 2/14/19, for more information. With respect to Autolus Therapeutics plc ("AT"), four W Funds (including LF and Woodford Patient Capital Trust Plc ("PCT") have executed irrevocable proxies appointing WIM as their sole and exclusive attorney and proxy to vote at every meeting of shareholders of AT and exercise all rights with respect to all capital stock of AT, including ordinary shares ("A Shares"), beneficially owned by such funds ("A Proxy Shares"). WIM executed an irrevocable proxy appointing any designee of AT as the sole and exclusive attorney and proxy of WIM to represent WIM and to vote at every meeting of shareholders of AT and exercise all rights with respect to all A Proxy Shares, which when added to A Shares beneficially owned by a segregated account managed by WIM ("WEST"), Quilter Investors UK Equity Income II Fund ("Quilter") and Arix Bioscience plc ("AB"), are in excess of 9.99% of the then outstanding capital stock of AT (the "A Threshold") in the same proportion as the shares voted by all other stockholders (excluding WIM and Quilter) voting on such matters. Accordingly, (i) no W Fund that has executed a voting proxy in favor of WIM has voting control over A Shares held by it, and for those W Funds who are 13F Funds (LF and PCT), such voting control is reported as "none" in Column 8 of the Table, (ii) WIM has sole voting power with respect to A Proxy Shares, which when added to the A Shares held by AB, WEST and Quilter, are at or below the A Threshold, and such voting control is reported as "sole" in Column 8 of the Table and (iii) WIM has no voting power with respect to all other A Shares held by the W Funds (which voting power resides solely with AT), and such voting control is reported as "none" in Column 8 of the Table. For purposes of this calculation, (x) the total outstanding A Shares used was 40,416,182 shares of outstanding ordinary shares as of 9/30/18 as reported in AT's Annual Report on Form 20-F, filed with the SEC on 11/23/18, (y) the total outstanding A Shares owned by Quilter was 167,504 shares as of 12/31/18 and (z) the total A Shares owned by AB was 3,161,533 shares, as disclosed in the AT Schedule 13D filed by AB on 7/6/18. Chris Martin 44-0-1865-809041 /s/ Chris Martin Oxford X0 08-22-2019 4 24 1156261 1 0001637243 028-18455 LF Woodford Equity Income Fund 2 0001730427 028-18454 SJPUT UK High Income 3 0001730428 028-18453 SJPUK Net Distribution Bond 4 0001729720 028-18456 Woodford Patient Capital Trust Plc INFORMATION TABLE 2 infotable.xml AGIOS PHARMACEUTICALS INC Common 00847X104 27794 602769 SH DFND 3 0 602769 0 AGIOS PHARMACEUTICALS INC Common 00847X104 37957 823176 SH DFND 2 0 823176 0 AGIOS PHARMACEUTICALS INC Common 00847X104 25430 551514 SH DFND 0 551514 0 ALKERMES PLC SHS G01767105 23651 801459 SH DFND 3 0 801459 0 ALKERMES PLC SHS G01767105 31824 1078403 SH DFND 2 0 1078403 0 ALKERMES PLC SHS G01767105 22422 759814 SH DFND 0 759814 0 AUTOLUS THERAPEUTICS PLC SPON ADS 05280R100 134842 4106044 SH DFND 4 0 0 4106044 AUTOLUS THERAPEUTICS PLC SPON ADS 05280R100 207299 6312380 SH DFND 1 0 0 6312380 AUTOLUS THERAPEUTICS PLC SPON ADS 05280R100 49490 1506995 SH DFND 131431 167504 11626484 BIOGEN INC Common 09062X103 18810 62508 SH DFND 3 0 62508 0 BIOGEN INC Common 09062X103 26844 89207 SH DFND 2 0 89207 0 BIOGEN INC Common 09062X103 22524 74849 SH DFND 0 74849 0 EVOFEM BIOSCIENCES INC Common 30048L104 5919 1412611 SH DFND 4 0 1412611 0 EVOFEM BIOSCIENCES INC Common 30048L104 30684 7323079 SH DFND 1 0 5044113 2278966 EVOFEM BIOSCIENCES INC Common 30048L104 3593 857507 SH DFND 0 857507 0 NIGHTSTAR THERAPEUTICS PLC ADR 65413A101 13248 1150000 SH DFND 1 0 1150000 0 NIGHTSTAR THERAPEUTICS PLC ADR 65413A101 8886 771315 SH DFND 0 0 771315 NUCANA PLC SPON ADR 67022C106 14268 984000 SH DFND 1 0 984000 0 NUCANA PLC SPON ADR 67022C106 12775 881000 SH DFND 0 222000 659000 PROTHENA CORP PLC SHS G72800108 25589 2484408 SH DFND 4 0 2484408 0 PROTHENA CORP PLC SHS G72800108 81873 7948790 SH DFND 1 0 7948790 0 PROTHENA CORP PLC SHS G72800108 15362 1491416 SH DFND 0 625000 866416 THERAVANCE BIOPHARMA INC Common G8807B106 271054 10592189 SH DFND 1 0 10592189 0 THERAVANCE BIOPHARMA INC Common G8807B106 44126 1724340 SH DFND 0 767341 956999