0000950170-24-007054.txt : 20240124
0000950170-24-007054.hdr.sgml : 20240124
20240124171640
ACCESSION NUMBER: 0000950170-24-007054
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240124
FILED AS OF DATE: 20240124
DATE AS OF CHANGE: 20240124
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Altschuler Steven
CENTRAL INDEX KEY: 0001458116
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38722
FILM NUMBER: 24557614
MAIL ADDRESS:
STREET 1: MEAD JOHNSON NUTRITION COMPANY
STREET 2: 2701 PATRIOT BLVD
CITY: GLENVIEW
STATE: IL
ZIP: 60026
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Orchard Therapeutics plc
CENTRAL INDEX KEY: 0001748907
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 245 HAMMERSMITH ROAD, 3RD FLOOR
CITY: LONDON
STATE: X0
ZIP: W6 8PW
BUSINESS PHONE: 011-44-0-203-3846700
MAIL ADDRESS:
STREET 1: 245 HAMMERSMITH ROAD, 3RD FLOOR
CITY: LONDON
STATE: X0
ZIP: W6 8PW
FORMER COMPANY:
FORMER CONFORMED NAME: Orchard Rx Ltd
DATE OF NAME CHANGE: 20180802
4
1
ownership.xml
4
X0508
4
2024-01-24
true
0001748907
Orchard Therapeutics plc
ORTX
0001458116
Altschuler Steven
C/O ORCHARD THERAPEUTICS PLC
245 HAMMERSMITH ROAD
LONDON
X0
W6 8PW
UNITED KINGDOM
true
false
false
false
false
Stock Option (Right to Buy)
0.475
2024-01-24
4
D
false
46000
0.00
D
2032-06-06
Ordinary Shares
46000
0
D
Stock Option (Right to Buy)
0.495
2024-01-24
4
D
false
105000
0.00
D
2033-06-13
Ordinary Shares
105000
0
D
On January 24, 2024, Kyowa Kirin Co., Ltd., a Japanese joint stock company ("KKC") acquired all outstanding ordinary shares, nominal value GBP 0.10 per share (the "Ordinary Shares") of Orchard Therapeutics plc, a public limited company incorporated in England and Wales (the "Company"), by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006. The transaction is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 16, 2023.
Pursuant to the Transaction Agreement dated as of October 5, 2023 by and between KKC and the Company, these options were cancelled in exchange for (i) an amount in cash equal to the excess of the Cash Consideration ($1.60 per share) over the per share exercise price of such options, and (ii) one contractual contingent value right (each, a "CVR"), each representing the right to receive a contingent payment of $0.10 in cash, without interest, if a certain milestone is achieved, pursuant to the Contingent Value Rights Agreement between KKC and a rights agent mutually agreeable to the Company and KKC.
The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents ten Ordinary Shares.
/s/ Frank Thomas, as Attorney-in-Fact
2024-01-24