Sec Form 13D Filing - AstraZeneca PLC filing for Cellectis S.A. (CLLS) - 2025-01-24

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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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on 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).






SCHEDULE 13D



Comment for Type of Reporting Person:
Note in relation to items 7, 9 and 11: Represents 16,000,000 Ordinary Shares, 10,000,000 series A convertible preferred shares and 18,000,000 series B convertible preferred shares, each held directly by AstraZeneca Holdings B.V., a wholly owned subsidiary of AstraZeneca PLC. Assumes the conversion of all series A convertible preferred shares and series B convertible preferred shares (one series A convertible preferred share shall convert into one Ordinary Share, and one series B convertible preferred share shall convert into one Ordinary Share). AstraZeneca PLC and AstraZeneca Holdings B.V. may each be deemed to have sole voting and dispositive power over the Ordinary Shares, series A convertible preferred shares and series B convertible preferred shares.Note in relation to item 13: Based on 72,093,873 Ordinary Shares outstanding as of December 31, 2024 according to the Form F-3 filed by the Issuer on January 15, 2025 (File No. 333-284302), which would increase to 100,093,873 Ordinary Shares upon conversion of all series A convertible preferred shares and series B convertible preferred shares.


SCHEDULE 13D



Comment for Type of Reporting Person:
Note in relation to items 7, 9 and 11: Represents 16,000,000 Ordinary Shares, 10,000,000 series A convertible preferred shares and 18,000,000 series B convertible preferred shares, each held directly by AstraZeneca Holdings B.V., a wholly owned subsidiary of AstraZeneca PLC. Assumes the conversion of all series A convertible preferred shares and series B convertible preferred shares (one series A convertible preferred share shall convert into one Ordinary Share, and one series B convertible preferred share shall convert into one Ordinary Share). AstraZeneca PLC and AstraZeneca Holdings B.V. may each be deemed to have sole voting and dispositive power over the Ordinary Shares, series A convertible preferred shares and series B convertible preferred shares.Note in relation to item 13: Based on 72,093,873 Ordinary Shares outstanding as of December 31, 2024 according to the Form F-3 filed by the Issuer on January 15, 2025 (File No. 333-284302), which would increase to 100,093,873 Ordinary Shares upon conversion of all series A convertible preferred shares and series B convertible preferred shares.


SCHEDULE 13D

 
AstraZeneca PLC
 
Signature:/s/ Adrian Kemp
Name/Title:Adrian Kemp, Company Secretary
Date:01/24/2025
 
AstraZeneca Holdings B.V.
 
Signature:/s/ Kamila Kozikowska
Name/Title:Kamila Kozikowska, Director
Date:01/24/2025
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