UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Autolus Therapeutics plc
(Name of Issuer)
American
Depositary Shares, each representing one ordinary share,
nominal value $0.000042 per share, and ordinary shares, nominal value $0.000042
per share
(Title of Class of Securities)
05280R100**
(CUSIP Number)
September [19], 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | 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.
** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 05280R100 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “AUTL.” Each ADS represents 1 Ordinary Share.
The information required in the remainder of this cover page shall not be deemed to be “filed” for 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).
CUSIP No.: 05280R100
| (1) | Names of Reporting Persons PPF Capital Partners Fund B.V. |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| (3) | SEC Use Only
|
| (4) | Citizenship or Place of Organization
The Netherlands |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power
0 |
| (6) | Shared Voting Power
8,648,223* | |
| (7) | Sole Dispositive Power
0 | |
| (8) | Shared Dispositive Power
8,648,223* |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
8,648,223* |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| (11) | Percent of Class Represented by Amount in Row (9)
19.2%** |
| (12) | Type of Reporting Person (See Instructions)
CO |
| * | Consists of 8,648,223 American Depositary Shares representing Ordinary Shares with a nominal value of $0.000042 per share (the “ADSs”), of Autolus Therapeutics plc (the “Issuer”) held of record by the reporting person. |
| ** | This percentage is calculated based on information set forth in the Issuer’s report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on August 8, 2019, according to which there were 44,981,860 ordinary shares outstanding as of June 30, 2019. |
2
CUSIP No.: 05280R100
| (1) | Names of Reporting Persons Petr Kellner |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| (3) | SEC Use Only
|
| (4) | Citizenship or Place of Organization
Czech Republic |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power
0 |
| (6) | Shared Voting Power
8,648,223* | |
| (7) | Sole Dispositive Power
0 | |
| (8) | Shared Dispositive Power
8,648,223* |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
8,648,223* |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| (11) | Percent of Class Represented by Amount in Row (9)
19.2%** |
| (12) | Type of Reporting Person (See Instructions)
IN |
| * | Consists of 8,648,223 ADSs representing Ordinary Shares of the Issuer held of record by PPF Capital Partners Fund B.V. (“PPF Capital”). See Item 4 of the Amendment No. 1 to the Schedule 13G for information on the reporting person’s indirect beneficial ownership of the ADSs. |
| ** | This percentage is calculated based on information set forth in the Issuer’s report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on August 8, 2019, according to which there were 44,981,860 ordinary shares outstanding as of June 30, 2019. |
3
CUSIP No.: 05280R100
| (1) | Names of Reporting Persons PPF Group N.V. |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| (3) | SEC Use Only
|
| (4) | Citizenship or Place of Organization
The Netherlands |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power
0 |
| (6) | Shared Voting Power
8,648,223* | |
| (7) | Sole Dispositive Power
0 | |
| (8) | Shared Dispositive Power
8,648,223* |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
8,648,223* |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| (11) | Percent of Class Represented by Amount in Row (9)
19.2%** |
| (12) | Type of Reporting Person (See Instructions)
CO |
| * | Consists of 8,648,223 ADSs representing Ordinary Shares of the Issuer held of record by PPF Capital. See Item 4 of the Amendment No. 1 to the Schedule 13G for information on the reporting person’s indirect beneficial ownership of the ADSs. |
| ** | This percentage is calculated based on information set forth in the Issuer’s report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on August 8, 2019, according to which there were 44,981,860 ordinary shares outstanding as of June 30, 2019. |
4
CUSIP No.: 05280R100
| (1) | Names of Reporting Persons PPF Cyprus Management Limited |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| (3) | SEC Use Only
|
| (4) | Citizenship or Place of Organization
Cyprus |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power
0 |
| (6) | Shared Voting Power
0 | |
| (7) | Sole Dispositive Power
0 | |
| (8) | Shared Dispositive Power
0 |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| (11) | Percent of Class Represented by Amount in Row (9)
0.0% |
| (12) | Type of Reporting Person (See Instructions)
CO |
5
|
Item 1(a).
|
Name of Issuer. The name of the issuer is Autolus Therapeutics plc (the “Issuer”).
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices. The address of the principal executive offices of the Issuer is Forest House, 58 Wood Lane, White City, London W12 7RZ, United Kingdom.
|
|
Item 2(a).
|
Name of Person Filing.
PPF Cyprus, an indirect subsidiary of PPF Group, previously was the holder of record of 8,648,223 ADSs as reported on the Original Schedule 13G, equivalent to approximately 19.2% of the Issuer’s outstanding Ordinary Shares as of the date of the Original Schedule 13G’s filing. On September [19], 2019, PPF Cyprus transferred all 8,648,223 ADSs of the Issuer to PPF Capital (the “Share Transfer”).
As a result of the Share Transfer, PPF Cyprus is no longer the holder of record of the ADSs or any Ordinary Shares of the Issuer. As such, PPF Cyprus may no longer be deemed to have shared voting and dispositive power over the ADSs of the Issuer owned directly or indirectly by the other Reporting Persons or of any Ordinary Shares of the Issuer. This Amendment No. 1 constitutes an exit filing for PPF Cyprus with respect to the ADSs and the Ordinary Shares of the Issuer.
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence. The address of the principal office of Petr Kellner is c/o PPF a.s., Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic. The address of the principal office of each of PPF Group and PPF Capital is Strawinskylaan 933, 1077XX Amsterdam, the Netherlands. The address of the principal office of PPF Cyprus is Athienitis Centennial Building, Office 603, 48, Themistokli Dervi Street, 1066 Nicosia, Cyprus.
|
|
Item 2(c).
|
Citizenship. Petr Kellner is a Czech citizen. Each of PPF Group and PPF Capital is organized under the laws of the Netherlands. PPF Cyprus is organized under the laws of Cyprus.
|
|
Item 2(d).
|
Title of Class of Securities. This Amendment No. 1 relates to the Ordinary Shares, nominal value $0.000042 per share represented by ADSs, each of which represents one Ordinary Share of the Issuer.
|
|
Item 2(e).
|
CUSIP No.
|
6
Item 3.
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________. |
|
Item 4.
|
Ownership.
| |
|
Petr Kellner, PPF Group and PPF Capital:
| ||
|
|
(a)
|
Amount beneficially owned:
8,648,223
|
|
|
(b)
|
Percent of class:
19.2%
|
|
|
(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:
8,648,223
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
8,648,223
|
7
|
PPF Cyprus:
| ||
|
|
(a)
|
Amount beneficially owned:
0
|
|
|
(b)
|
Percent of class:
0.0%
|
|
|
(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:
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
0
|
This Amendment No. 1 is being filed jointly by Petr Kellner, PPF Group, PPF Capital and PPF Cyprus. The Reporting Persons have signed a joint filing agreement pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, which is filed as Exhibit 99.2 hereto. The sole member of PPF Capital is PPF Group, which is ultimately beneficially owned by Petr Kellner.
As a result of the Share Transfer described in Item 2 of this Amendment No. 1, PPF Cyprus is no longer the holder of record of the ADSs or any Ordinary Shares of the Issuer and may no longer be deemed to have shared voting and investment power over the ADSs owned by PPF Capital or any Ordinary Shares. This Amendment No. 1 constitutes an exit filing for PPF Cyprus with respect to the ADSs and the Ordinary Shares of the Issuer.
Each of the Reporting Persons disclaims beneficial ownership in all ADSs reported herein, except to the extent of such Reporting Person’s respective pecuniary interest therein. All share percentage calculations in this Amendment No. 1 are based on information set forth in the Issuer’s report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on August 8, 2019, according to which there were 44,981,860 ordinary shares outstanding as of June 30, 2019.
8
| Item 5. | Ownership of Five 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 five percent of the class of securities check the following: ☒
As a result of the Share Transfer described in Item 2 of this Amendment No. 1, PPF Cyprus is no longer the holder of record of the ADSs or the Ordinary Shares of the Issuer and may no longer be deemed to have shared voting and investment power over the ADSs or the Ordinary Shares of the Issuer owned by PPF Capital. This Amendment No. 1 constitutes an exit filing for PPF Cyprus with respect to the ADSs and the Ordinary Shares of the Issuer.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported 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. | Certification. |
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.
9
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.
Date: September 20, 2019
| PETR KELLNER | ||
| /s/ Lubomír Král | ||
| By: | Lubomír Král | |
| Title: | Attorney-in-Fact | |
| PPF GROUP N.V. | ||
| /s/ Lubomír Král | ||
| By: | Lubomír Král | |
| Title: | Attorney-in-Fact | |
| PPF CAPITAL PARTNERS FUND B.V. | ||
| /s/ Lubomír Král | ||
| By: | Lubomír Král | |
| Title: | Attorney-in-Fact | |
| PPF CYPRUS MANAGEMENT LIMITED | ||
| /s/ Lubomír Král | ||
| By: | Lubomír Král | |
| Title: | Attorney-in-Fact | |
10
EXHIBIT INDEX
11
Exhibit 99.1
AUTOLUS THERAPEUTICS PLC
POWER OF ATTORNEY
(For Executing Form ID and reports on Schedule 13G and 13D)
Know all by these presents, that the undersigned hereby constitutes and appoints Lubomír Král the undersigned’s true and lawful attorney-in-fact and agent to:
(1) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder;
(2) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the reports on Schedule 13G or 13D (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder in the undersigned’s capacity as the beneficial owner of more than 5% of a registered class of securities of Autolus Therapeutics plc (the “Company”);
(3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and reports on Schedule 13G or 13D (including, in each case, amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and
(4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 13(d) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file reports on Schedule 13G or 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Company or (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorney-in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
Date: September 12, 2019
| PPF CAPITAL PARTNERS FUND B.V. | |
| /s/ J. C. Jansen | |
| By: J.
C. Jansen Its: Director |
Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13G/A referred to below) on behalf of each of them of a statement on Schedule 13G/A (including amendments thereto and amendments on Schedule 13D) with respect to the Ordinary Shares, nominal value $0.000042 per share represented by American Depositary Shares, each of which represents one Ordinary Share of Autolus Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and that this agreement may be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning the undersigned or contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of September 20, 2019.
| PETR KELLNER | ||
| /s/ Lubomír Král | ||
| By: | Lubomír Král | |
| Title: | Attorney-in-Fact | |
| PPF GROUP N.V. | ||
| /s/ Lubomír Král | ||
| By: | Lubomír Král | |
| Title: | Attorney-in-Fact | |
| PPF CAPITAL PARTNERS FUND B.V. | ||
| /s/ Lubomír Král | ||
| By: | Lubomír Král | |
| Title: | Attorney-in-Fact | |
| PPF CYPRUS MANAGEMENT LIMITED | ||
| /s/ Lubomír Král | ||
| By: | Lubomír Král | |
| Title: | Attorney-in-Fact | |