240.13d-102 Schedule 13G - Information to be included in statements filed
pursuant to 240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No._)*
(Name of Issuer)
Nightstar Therapeutics plc
(Title of Class of Securities)
Ordinary Shares, Nominal Value £0.01 Per Share (represented by American Depositary Shares)1
(CUSIP Number)
65413A1012
(Date of Event Which Requires Filing of this Statement)
August 06, 2018
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ x ] 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).
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CUSIP No. 65413A101
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(1) Names of reporting persons Point72 Asset Management, L.P.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) 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) Sole voting power 0
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(6) Shared voting power 1,502,110 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,502,110 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
1,502,110 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 5.2% (see Item 4)
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(12) Type of reporting person (see instructions) PN
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CUSIP No. 65413A101
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(1) Names of reporting persons Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) 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) Sole voting power 0
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(6) Shared voting power 1,502,110 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,502,110 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
1,502,110 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 5.2% (see Item 4)
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(12) Type of reporting person (see instructions) CO
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CUSIP No. 65413A101
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(1) Names of reporting persons Point72 Hong Kong Limited
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Hong Kong
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 83 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 83 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
83 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) <0.1% (see Item 4)
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(12) Type of reporting person (see instructions) OO
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CUSIP No. 65413A101
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(1) Names of reporting persons Steven A. Cohen
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,502,193 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,502,193 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
1,502,193 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 5.2% (see Item 4)
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(12) Type of reporting person (see instructions) IN
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Item 1(a) Name of issuer:
Nightstar Therapeutics plc
Item 1(b) Address of issuer's principal executive offices:
215 Euston Road, London NW1 2BE United Kingdom
2(a) Name of person filing:
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset
Management”) with respect to ADS, each representing one (1) ordinary share, nominal value £0.01 per share (“Ordinary Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect
to ADS held by certain investment funds managed by Point72 Asset
Management; (iii) Point72 Hong Kong Limited (“Point72 Hong Kong”) with respect to ADS held by certain investment funds it manages; and (iv) Steven A. Cohen (“Mr. Cohen”) with respect to ADS beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc., and Point72 Hong Kong.
Point72 Asset Management, Point72 Capital Advisors Inc., Point72 Hong Kong
and Mr. Cohen have entered into a Joint Filing Agreement, a copy of which is
filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have
agreed to file this Schedule 13G jointly in accordance with the provisions of
Rule 13d-1(k) of the Act.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of (i) Point72 Asset Management,
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902; and (ii) Point72 Hong Kong is 12th Floor, Chater House, 8
Connaught Road Central, Hong Kong.
2(c) Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Point72 Hong Kong is a Hong Kong limited liability company. Mr. Cohen is a United States citizen.
2(d) Title of class of securities:
American Depository Shares each representing one (1) Ordinary Share, Nominal Value £0.01 Per Share
65413A101
Item 3.
Not applicable
Item 4. Ownership
As of the close of business on August 06, 2018:
1. Point72 Asset Management, L.P.
(a) Amount beneficially owned: 1,502,110
(b) Percent of class: 5.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,502,110
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,502,110
2. Point72 Capital Advisors, Inc.
(a) Amount beneficially owned: 1,502,110
(b) Percent of class: 5.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,502,110
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,502,110
3. Point72 Hong Kong Limited
(a) Amount beneficially owned: 83
(b) Percent of class: <0.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 83
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 83
4. Steven A. Cohen
(a) Amount beneficially owned: 1,502,193
(b) Percent of class: 5.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,502,193
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,502,193
Point72 Asset Management, Point72 Capital Advisors Inc., Point72 Hong Kong and
Mr. Cohen own directly no ADS or Ordinary Shares. Pursuant to an investment management
agreement, Point72 Asset Management maintains investment and voting power with
respect to the securities held by certain investment funds it manages. Point72
Capital Advisors Inc. is the general partner of Point72 Asset Management.
Pursuant to an investment management agreement, Point72 Hong Kong maintains
investment and voting power with respect to the securities held by certain
investment funds it manages. Mr. Cohen controls each of Point72 Asset
Management, Point72 Capital Advisors Inc. and Point72 Hong Kong. By reason of
the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc.
and Mr. Cohen may be deemed to beneficially own 1,502,110 Shares (constituting
approximately 5.2% of the Ordinary Shares outstanding) and (ii) Point72 Hong Kong and
Mr. Cohen may be deemed to beneficially own 83 Shares (constituting <0.1% of
the Ordinary Shares outstanding). Each of Point72 Asset Management, Point72 Capital
Advisors Inc., Point72 Hong Kong and Mr. Cohen disclaims beneficial ownership
of any of the securities covered by this statement.
Item 5. Ownership of 5 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
5 percent of the class of securities, check the following [].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reporting 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
Item 10. Certifications
By signing below I certify that, to the best of his/her knowledge and belief,
the securities referred to above 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.
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 HONG KONG LIMITED
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person