0000950170-24-007064.txt : 20240124 0000950170-24-007064.hdr.sgml : 20240124 20240124172008 ACCESSION NUMBER: 0000950170-24-007064 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: Beck Joanne T. CENTRAL INDEX KEY: 0001768045 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38722 FILM NUMBER: 24557698 MAIL ADDRESS: STREET 1: C/O CATABASIS PHARMACEUTICALS, INC. STREET 2: ONE KENDALL SQ, BLD. 1400E, SUITE B14202 CITY: CAMBRIDGE STATE: MA ZIP: 02139 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 0001768045 Beck Joanne T. C/O ORCHARD THERAPEUTICS PLC 245 HAMMERSMITH ROAD LONDON X0 W6 8PW UNITED KINGDOM true false false false false Ordinary Shares 2024-01-24 4 D false 9294 D 0 D 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 The ordinary shares, nominal value GBP 0.10 per share (the "Ordinary Shares") may be represented by American Depositary Shares ("ADSs"), each of which currently represents ten Ordinary Shares. On January 24, 2024, Kyowa Kirin Co., Ltd., a Japanese joint stock company ("KKC") acquired all outstanding 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 "Scheme of Arrangement"). At the effective time of the Scheme of Arrangement, each outstanding Ordinary Share of the Company was exchanged for an amount equal to (a) $1.60 in cash, without interest (the "Cash Consideration"), and (b) 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. (continued) In addition, each ADS of the Company was exchanged for an amount equal to (a) $16.00 in cash (less certain Orchard ADS Fees pursuant to the terms of the deposit agreement, dated as of November 2, 2018, as amended, by and among the Company, Citibank, N.A., as depositary, and all holders and beneficial owners of Orchard ADSs issued thereunder), and (b) 10 CVRs. 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 over the per share exercise price of such options and (ii) one CVR. /s/ Frank Thomas, Attorney-in-Fact 2024-01-24