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SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Orchard Therapeutics plc

(Name of Issuer)

Ordinary shares, nominal value £0.10 per share

(Title of Class of Securities)

68570P101**

(CUSIP Number)

December 31, 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.

 

**

CUSIP number of the Issuer’s American depositary shares, each of which represents one ordinary share, nominal value £0.10 per share.

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).

 

 

 

CUSIP No. 68570P101   Page 2 of 7

 

  1   

NAMES OF REPORTING PERSONS

 

Temasek Holdings (Private) 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

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,319,049*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,319,049*

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,319,049*

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.5%**

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

 

*

See Item 4 of this Schedule.

**

Based on 96,517,534 Shares (as defined herein) outstanding as of September 30, 2019, as reported by the Issuer (as defined herein) in its registration statement on Form F-3 dated as of and filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2019.

CUSIP No. 68570P101   Page 3 of 7

 

  1   

NAMES OF REPORTING PERSONS

 

Fullerton Management Pte Ltd

  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

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,319,049*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,319,049*

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,319,049*

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.5%**

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

 

*

See Item 4 of this Schedule.

**

Based on 96,517,534 Shares outstanding as of September 30, 2019, as reported by the Issuer in its registration statement on Form F-3 dated as of and filed with the Commission on November 1, 2019.

CUSIP No. 68570P101   Page 4 of 7

 

  1   

NAMES OF REPORTING PERSONS

 

Temasek Life Sciences Private 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

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,319,049*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,319,049*

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,319,049*

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.5%**

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

 

*

See Item 4 of this Schedule.

**

Based on 96,517,534 Shares outstanding as of September 30, 2019, as reported by the Issuer in its registration statement on Form F-3 dated as of and filed with the Commission on November 1, 2019.

CUSIP No. 68570P101   Page 5 of 7

 

Item 1(a).

Name of Issuer:

Orchard Therapeutics plc (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

108 Cannon Street

London EC4N 6EU

United Kingdom

 

Item 2(a).

Name of Person Filing:

This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

 

  (i)

Temasek Holdings (Private) Limited (“Temasek”);

  (ii)

Fullerton Management Pte Ltd (“FMPL”); and

  (iii)

Temasek Life Sciences Private Limited (“TLS”).

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each Reporting Person is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

 

Item 2(c).

Citizenship:

The citizenship of each Reporting Person is the Republic of Singapore.

 

Item 2(d).

Title of Class of Securities:

Ordinary shares, nominal value £0.10 per share (“Shares”).

 

Item 2(e).

CUSIP Number:

68570P101 ( CUSIP number of the Issuer’s American depositary shares, each of which represents one Share)

 

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.

CUSIP No. 68570P101   Page 6 of 7

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

As of December 31, 2019, TLS Beta Pte. Ltd. (“TLS Beta”) and V-Sciences Investments Pte Ltd (“V-Sciences”) directly owned 3,319,049 Shares and 1,000,000 Shares, respectively. TLS Beta and V-Sciences are wholly-owned subsidiaries of TLS. TLS is a wholly owned subsidiary of FMPL, which in turn is a wholly owned subsidiary of Temasek. Each of TLS, FMPL and Temasek, through the ownership described herein, may be deemed to beneficially own the aggregate 4,319,049 Shares held by the wholly-owned subsidiaries of TLS.

 

  (b)

Percent of class:

4.5%, based on 96,517,534 Shares outstanding as of September 30, 2019, as reported by the Issuer in its registration statement on Form F-3 dated as of and filed with the Commission on November 1, 2019.

 

  (c)

Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.

As of December 31, 2019:

 

  (i)

Sole power to vote or to direct the vote:

0.

 

  (ii)

Shared power to vote or to direct the vote:

4,319,049.

 

  (iii)

Sole power to dispose or to direct the disposition of:

0.

 

  (iv)

Shared power to dispose or to direct the disposition of:

4,319,049.

 

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 5 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.

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.

CUSIP No. 68570P101   Page 7 of 7

 

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 7, 2020   TEMASEK HOLDINGS (PRIVATE) LIMITED(1)
    By:  

/s/ Andrew Ang Lye Whatt

        Name   :   Andrew Ang Lye Whatt
        Title   :   Authorized Signatory
Dated: February 7, 2020   FULLERTON MANAGEMENT PTE LTD(1)
    By:  

/s/ Cheong Kok Tim

        Name   :   Cheong Kok Tim
        Title   :   Director
Dated: February 7, 2020   TEMASEK LIFE SCIENCES PRIVATE LIMITED(1)
    By:  

/s/ Lim Siew Lee Sherlyn

        Name   :   Lim Siew Lee Sherlyn
        Title   :   Director

 

(1)

This amendment is being filed jointly by Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd and Temasek Life Sciences Private Limited pursuant to their Joint Filing Agreement dated November 12, 2018 filed as an exhibit to the Schedule 13G with respect to the Issuer on November 13, 2018.