Sec Form 13D Filing - Griffiths Richard Ian filing for Silence Therapeutics plc (SLN) - 2024-03-27

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 disclosures provided in a prior cover page.

 Names of reporting persons

 Richard Ian Griffiths

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☐

 SEC use only

 Source of funds (see instructions)

 PF

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 Citizenship or place of organization

 Jersey, Channel Islands

Number of

shares  beneficially 

owned by

each

reporting

person

with:

 Sole voting power

 23,709,102*

 Shared voting power

 0

 Sole dispositive power

 23,709,102*

 Shared dispositive power

 0

 Aggregate amount beneficially owned by each reporting person

 23,709,102*

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 ☐

 Percent of class represented by amount in Row (11)

 16.9%**

 Type of reporting person (see instructions)

 IN

Consists of (i) 10,923,969 ordinary shares represented by American Depositary Shares (“ADSs”) held by Ora Capital Limited; (ii) 1,860,714 ordinary shares represented by ADSs held by Sarossa Plc; (iii) 314,409 ordinary shares represented by ADSs held by Cream Capital Limited; and (iv) 10,610,010 ordinary shares represented by ADSs held by Mr. Griffiths. Each ADS represents, and at the holder’s option is convertible into, three ordinary shares of the Issuer. Mr. Griffiths is a director and the controlling shareholder of each of Ora Capital Limited, Sarossa Plc and Cream Capital Limited and possesses the power to direct the voting and disposition of these securities.

This percentage is calculated based upon the 139,506,817 outstanding ordinary shares of the Issuer (including ordinary shares in the form of ADSs), as disclosed in the Issuer’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 13, 2024.

 Names of reporting persons

 Ora Capital Limited

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☐

 SEC use only

 Source of funds (see instructions)

 WC

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 Citizenship or place of organization

 Jersey, Channel Islands

Number of

shares  beneficially 

owned by

each

reporting

person

with:

 Sole voting power

 10,923,969*

 Shared voting power

 0

 Sole dispositive power

 10,923,969*

 Shared dispositive power

 0

 Aggregate amount beneficially owned by each reporting person

 10,923,969*

 Check if the aggregate amount in Row (11) excludes certain sh ares (see instructions)

 ☐

 Percent of class represented by amount in Row (11)

 7.8%**

 Type of reporting person (see instructions)

 CO

Consists of 10,923,969 ordinary shares represented by ADSs held by Ora Capital Limited.

This percentage is calculated based upon the 139,506,817 outstanding ordinary shares of the Issuer (including ordinary shares in the form of ADSs), as disclosed in the Issuer’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 13, 2024.

Identity and Background

This Schedule 13D is filed by Richard Ian Griffiths (“Mr. Griffiths”) and Ora Capital Limited (“Ora” and, with Mr. Griffiths, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

The principal business office of the Reporting Persons is Floor 1 Liberation Station, Esplanade, St Helier, Jersey, JE2 3AS.

The principal business of Ora is capital investments. The principal business of Mr. Griffiths is serving as chairman of Sarossa Plc and Ora Limited.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Ora was organized under the laws of Jersey and Mr. Griffiths is a citizen of Jersey, Channel Islands.

Source and Amount of Funds or Other Consideration

Interest in Securities of the Issuer

Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference.

Except as set forth in Schedule 1, none of the Reporting Persons has effected any transactions in the Issuer’s Ordinary Shares or ADSs during the last 60 days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Ordinary Shares or ADSs beneficially owned by any of the Reporting Persons.

Not applicable.

Material to be Filed as Exhibits

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

/s/ Richard Ian Griffiths

/s/ Richard Ian Griffiths

Date

Nature of the

Transaction

Reporting Person

01/26/24

01/29/24

01/30/24

02/07/24

02/08/24

02/23/24

02/26/24

02/27/24

02/27/24

02/27/24

02/28/24

02/28/24

02/28/24

02/29/24

02/29/24

02/29/24

03/01/24

03/01/24

03/01/24

03/04/24

03/04/24

03/05/24

03/05/24

03/06/24

03/06/24

03/07/24

03/07/24

03/08/24

03/11/24

03/11/24

03/12/24

03/13/24

03/13/24

03/13/24

03/13/24

03/14/24

03/15/24

03/19/24

03/20/24

03/22/24

03/25/24

03/26/24

03/27/24

03/27/24