Sec Form 13G Filing - Syncona Portfolio Ltd filing for ACHILLES THERAPEUTICS PLC (ACHL) - 2024-02-13

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, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Achilles Therapeutics plc

(Name of Issuer)

American Depositary Shares and Ordinary Shares, nominal value £0.001 per share

(Title of Class of Securities)

00449L102 **

(CUSIP Number)

December 31, 2023

(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.

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).

 

**

There is no CUSIP number assigned to the ordinary shares. CUSIP number 00449L102 has been assigned to the American Depositary Shares of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “ACHL.” Each American Depositary Share represents the right to receive one ordinary share.

 

 

 


   SCHEDULE 13G/A   
CUSIP No. 00449L102      

 

 1   

 Names of Reporting Person:

 

 Syncona Portfolio 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

 

 Guernsey

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

   5   

 Sole Voting Power

 

 0

   6  

 Shared Voting Power

 

 11,086,909 (1)

   7  

 Sole Dispositive Power

 

 0

   8  

 Shared Dispositive Power

 

 11,086,909 (1)

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,086,909 (1)

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)

 

 27.2% (2)

12  

 Type of Reporting Person (See Instructions)

 

 CO

 

(1)

Consists of 11,086,909 American Depositary Shares (“ADSs”) held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value £0.001 per share, of the Issuer. The ordinary shares and the ADSs are collectively referred to as the “Ordinary Shares”.

(2)

Based on 40,782,948 Ordinary Shares outstanding as of September 30, 2023 as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023.

 

Page 2 of 12


   SCHEDULE 13G/A   
CUSIP No. 00449L102      

 

 1   

 Names of Reporting Person:

 

 Syncona Holdings 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

 

 Guernsey

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

   5   

 Sole Voting Power

 

 0

   6  

 Shared Voting Power

 

 11,086,909 (1)

   7  

 Sole Dispositive Power

 

 0

   8  

 Shared Dispositive Power

 

 11,086,909 (1)

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,086,909 (1)

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)

 

 27.2% (2)

12  

 Type of Reporting Person (See Instructions)

 

 CO

 

(1)

Consists of 11,086,909 ADSs held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value £0.001 per shar e, of the Issuer.

(2)

Based on 40,782,948 Ordinary Shares outstanding as of September 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on November 13, 2023.

 

Page 3 of 12


   SCHEDULE 13G/A   
CUSIP No. 00449L102      

 

 1   

 Names of Reporting Person:

 

 Syncona Investment 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

 

 United Kingdom

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

   5   

 Sole Voting Power

 

 0

   6  

 Shared Voting Power

 

 11,086,909 (1)

   7  

 Sole Dispositive Power

 

 0

   8  

 Shared Dispositive Power

 

 11,086,909 (1)

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,086,909 (1)

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)

 

 27.2% (2)

12  

 Type of Reporting Person (See Instructions)

 

 CO

 

(1)

Consists of 11,086,909 ADSs held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value £0.001 per share, of the Issuer.

(2)

Based on 40,782,948 Ordinary Shares outstanding as of September 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on November 13, 2023.

 

Page 4 of 12


   SCHEDULE 13G/A   
CUSIP No. 00449L102      

 

 1   

 Names of Reporting Person:

 

 Syncona 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

 

 Guernsey

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

   5   

 Sole Voting Power

 

 0

   6  

 Shared Voting Power

 

 11,086,909 (1)

   7  

 Sole Dispositive Power

 

 0

   8  

 Shared Dispositive Power

 

 11,086,909 (1)

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,086,909 (1)

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)

 

 27.2% (2)

12  

 Type of Reporting Person (See Instructions)

 

 CO

 

(1)

Consists of 11,086,909 ADSs held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value £0.001 per share, of the Issuer.

(2)

Based on 40,782,948 Ordinary Shares outstanding as of September 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on November 13, 2023.

 

Page 5 of 12


   SCHEDULE 13G/A   
CUSIP No. 00449L102      

 

 1   

 Names of Reporting Person:

 

 Roel Bulthuis

 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

 

 Netherlands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

   5   

 Sole Voting Power

 

 0

   6  

 Shared Voting Power

 

 11,086,909 (1)

   7  

 Sole Dispositive Power

 

 0

   8  

 Shared Dispositive Power

 

 11,086,909 (1)

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,086,909 (1)

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)

 

 27.2% (2)

12  

 Type of Reporting Person (See Instructions)

 

 IN

 

(1)

Consists of 11,086,909 ADSs held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value £0.001 per share, of the Issuer.

(2)

Based on 40,782,948 Ordinary Shares outstanding as of September 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on November 13, 2023.

 

Page 6 of 12


   SCHEDULE 13G/A   
CUSIP No. 00449L102      

 

 1   

 Names of Reporting Person:

 

 Christopher Hollowood

 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

 

 United Kingdom

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

   5   

 Sole Voting Power

 

 0

   6 &#x A0;

 Shared Voting Power

 

 11,086,909 (1)

   7  

 Sole Dispositive Power

 

 0

   8  

 Shared Dispositive Power

 

 11,086,909 (1)

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,086,909 (1)

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)

 

 27.2% (2)

12  

 Type of Reporting Person (See Instructions)

 

 IN

 

(1)

Consists of 11,086,909 ADSs held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value £0.001 per share, of the Issuer.

(2)

Based on 40,782,948 Ordinary Shares outstanding as of September 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on November 13, 2023.

 

Page 7 of 12


Item 1.

 

(a)

Name of Issuer: Achilles Therapeutics plc

 

(b)

Address of Issuer’s principal executive offices: 245 Hammersmith Road, London W6 8PW, United Kingdom

 

Item 2.

 

(a)

Name of reporting persons filing:

 

  (i)

Syncona Portfolio Limited;

 

  (ii)

Syncona Holdings Limited;

 

  (iii)

Syncona Investment Management Limited;

 

  (iv)

Syncona Limited;

 

  (v)

Roel Bulthuis; and

 

  (vi)

Christopher Hollowood

 

(b)

Address of principal business office or, if none, residence:

The address of the principal business office of Syncona Portfolio Limited, Syncona Holdings Limited and Syncona Limited is Frances House, PO Box 273, Sir William Place, St. Peter Port, Guernsey, GY1 3RD, Channel Islands. The address of the principal business office of Syncona Investment Management Limited, Roel Bulthuis and Christopher Hollowood is 2nd Floor, 8 Bloomsbury Street, London WC1B 3SR, United Kingdom.

 

(c)

Citizenship:

Syncona Portfolio Limited, Syncona Holdings Limited and Syncona Limited’s citizenship is Guernsey. Syncona Investment Management Limited and Christopher Hollowood’s citizenship is United Kingdom. Roel Bulthuis’ citizenship is the Netherlands.

 

(d)

Title and class of securities:

Ordinary Shares, nominal value £0.001 per share, and American Depositary Shares (“ADS”). Each ADS represents one ordinary share, nominal value £0.001 per share, of the Issuer.

 

(e)

CUSIP No.:

There is no CUSIP number assigned to the ordinary shares. CUSIP number 00449L102 has been assigned to the ADS, which are quoted on the Nasdaq Global Select Market under the symbol “ACHL.”

 

Item  ;3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership:

The following information with respect to the ownership of Ordinary Shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G/A is provided as of December 31, 2023:

 

Page 8 of 12


Reporting Persons

   Ordinary
Shares Held
Directly (1)
     Sole
Power
to Vote
or
Direct
the
Vote (1)
     Shared
Power to
Vote or
Direct the
Vote (1)
     Sole
Power to
Dispose or
Direct the
Disposition
(1)
     Shared
Power to
Dispose or
Direct the
Disposition
(1)
     Amount
Beneficially
Owned (1)
     Percentage
of Class (2)
 

Syncona Portfolio Limited

     11,086,909        0        11,086,909        0        11,086,909        11,086,909        27.2

Syncona Holdings Limited

     0        0        11,086,909        0        11,086,909        11,086,909        27.2

Syncona Investment Management Limited

     0        0        11,086,909        0        11,086,909        11,086,909        27.2

Syncona Limited

     0        0        11,086,909        0        11,086,909        11,086,909        27.2

Roel Bulthuis

     0        0        11,086,909        0        11,086,909        11,086,909        27.2

Christopher Hollowood

     0        0        11,086,909        0        11,086,909        11,086,909        27.2

 

(1)

Consists of 11,086,909 ADSs held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value £0.001 per share, of the Issuer. The ordinary shares and the ADS are collectively referred to as the “Ordinary Shares”.

(2)

The percentage of outstanding Ordinary Shares of the Issuer beneficially owned was calculated based on 40,782,948 Ordinary Shares outstanding as of September 30, 2023 as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 13, 2023.

The shares are owned directly by Syncona Portfolio Limited (“Syncona Portfolio”) and indirectly by Syncona Holdings Limited (“Syncona Holdings”), Syncona Limited (“Syncona Limited”), Roel Bulthuis and Christopher Hollowood. Syncona Portfolio is a wholly owned subsidiary of Syncona Holdings, and Syncona Holdings is a wholly controlled subsidiary of Syncona Limited, a publicly-listed company. Investment and voting decisions with respect to these shares are made by Syncona Portfolio, acting upon the recommendation of Roel Bulthuis and Christopher Hollowood, who comprise the investment committee of Syncona Investment Management Limited, also a subsidiary of Syncona Holdings. On November 16, 2023, Roel Bulthuis replaced Martin Murphy on the investment committee of Syncona Investment Management Limited. Each of these entities disclaims beneficial ownership except to the extent of its pecuniary interest therein, if any.

 

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 cla ss 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.

Certifications.

Not applicable.

 

Page 9 of 12


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.

Dated: February 13, 2024

 

SYNCONA PORTFOLIO LIMITED
By:  

/s/ Robert Hutchinson

Name:   Robert Hutchinson
Title:   Director
SYNCONA HOLDINGS LIMITED
By:  

/s/ Robert Hutchinson

Name:   Robert Hutchinson
Title:   Director
SYNCONA INVESTMENT MANAGEMENT LIMITED
By:  

/s/ Christopher Hollowood

Name:   Christopher Hollowood
Title:   CEO
SYNCONA LIMITED
By:  

/s/ Robert Hutchinson

Name:   Robert Hutchinson
Title:   Director
    

/s/ Roel Bulthuis

  Roel Bulthuis
 

/s/ Christopher Hollowood

  Christopher Hollowood

 

Page 10 of 12


Exhibit(s):

 

Exhibit 99.1:    Joint Filing Statement

 

Page 11 of 12