Sec Form 13G Filing - Lombard Odier Asset Management (USA) Corp filing for Silence Therapeutics plc (SLN) - 2023-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)   *


Silence Therapeutics plc
(Name of Issuer)
 
Ordinary Shares, par value £0.05 per share
(Title of Class of Securities)
 
G8128Y157
(Cusip Number)
 
December 31, 2022
(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)
 
S
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).









(Continued on following pages)
Page 1 of 5 Pages
13G
CUSIP No. G8128Y157
  

1
NAMES OF REPORTING PERSONS
 
Lombard Odier Asset Management (USA) Corp
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
 
Delaware
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
11,627,202 1
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
11,627,202 1
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,627,202 1
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.8%1
12
TYPE OF REPORTING PERSON (See Instructions)
 
 IA; OO



1 Includes 11,627,202 Shares represented by ADSs (as defined in the Preliminary Note).


Page 2 of 5 Pages
This Amendment No. 2 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on February 16, 2021 (together with all prior and current amendments thereto, this “Schedule 13G”).

Preliminary Note:

As of the date of this report, the Investment Advisor beneficially owns an aggregate of 11,627,202 Shares, consisting of 3,875,734 American Depositary Shares (“ADSs”), each of which represents, and at the holder’s option is convertible into, three Shares. Capitalized terms used in this Preliminary Note without definition have the meanings set forth below.

Item 1. Issuer

(a) Name of Issuer:

Silence Therapeutics plc (the “Company”)

(b) Address of Issuer’s Principal Executive Offices:

72 Hammersmith Road
London W14 8TH
United Kingdom

Item 2. Identity and Background

Title of Class of Securities and CUSIP Number (Items 2(d) and (e))

This statement relates to ordinary shares, par value £0.05 per share (the “Shares”), of the Company. The CUSIP number of the Shares is G8128Y157.

Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))

This statement is filed by Lombard Odier Asset Management (USA) Corp (the “Investment Advisor”), with respect to ADSs held by 1798 Volantis Fund Ltd, 1798 UK Small Cap Best Ideas Fund Ltd and one or more managed accounts. The Investment Advisor serves as the investment advisor to each of the foregoing.

The Investment Advisor is a corporation organized under the laws of the State of Delaware. The address of the principal business office of the Investment Advisor is 452 Fifth Avenue, 25th Floor, New York, NY 10018.

Item 3.
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),         Check Whether the Person Filing Is an Entity Specified in (a) - (k):

Not applicable.


Page 3 of 5 Pages

Item 4. Ownership

The percentages used herein and in the rest of this Schedule 13G are calculated based upon 107,680,012 Shares issued and outstanding as of September 30, 2022, as disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on November 10, 2022.

(a)
Amount beneficially owned: 11,627,202 Shares
(b)
Percent of class: 10.8%
(c)
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 11,627,202
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition of: 11,627,202

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 each of the Reporting Persons has ceased to be a beneficial owner of more than five percent of the class of securities, check the following:

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

Not applicable.



Page 4 of 5 Pages
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2023

Lombard Odier Asset Management (USA) Corp

By:
/s/ Elyse Strauss
  
     
 
Name: Elyse Strauss
  
 
Title: Authorized Signatory
  




Page 5 of 5 Pages