Sec Form 13G Filing - RA CAPITAL MANAGEMENT L.P. filing for Orchard Therapeutics plc (ORTX) - 2024-02-14

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, D.C. 20549 

______________

 

SCHEDULE 13G/A

 

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)

 

68570P200 

(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) 

x 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).

 

 

 

 

 

 

CUSIP No. 68570P200

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RA Capital Management, L.P.

 

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

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

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

 

0.0%

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA, PN

 

 

 

 

 

CUSIP No. 68570P200

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Peter Kolchinsky

 

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 States of America

 

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

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

 

0.0%

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN, HC

 

 

 

 

 

CUSIP No. 68570P200

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rajeev Shah

 

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 States of America

 

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

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

 

0.0%

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN, HC

 

 

 

 

 

CUSIP No. 68570P200

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RA Capital Healthcare Fund, L.P.

 

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

 

0

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

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

 

0.0%

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

 

Item 1(a). Name of Issuer:

 

Orchard Therapeutics PLC (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

245 Hammersmith Road, London W6 8PW, United Kingdom

 

Item 2(a).Names of Persons Filing:

 

The names of the persons filing this report (collectively, the “Reporting Persons”) are: 

RA Capital Management, L.P. (“RA Capital”) 

Peter Kolchinsky 

Rajeev Shah 

RA Capital Healthcare Fund, L.P. (the “Fund”)

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of each of the Reporting Persons is: 

c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116

 

Item 2(c).Citizenship:

 

RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.

 

Item 2(d).Title of Class of Securities:

 

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

 

Item 2(e).CUSIP Number:

 

68570P200

 

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 information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G/A.

 

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

 

 

 

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.

 

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.

 

Exhibit List

 

Exhibit 1: Joint Filing Agreement

 

 

 

 

SIGNATURE

 

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

 

Date:     February 14, 2024

 

RA CAPITAL MANAGEMENT, L.P.

 

By: /s/ Peter Kolchinsky  
Name:   Peter Kolchinsky  
Title:    Authorized Signatory  

 

PETER KOLCHINSKY

 

/s/ Peter Kolchinsky  

 

RAJEEV SHAH

 

/s/ Rajeev Shah  

 

RA CAPITAL HEALTHCARE FUND, L.P.

 

By: RA Capital Healthcare Fund GP, LLC  
Its: General Partner  

 

By: /s/ Peter Kolchinsky  
Name:   Peter Kolchinsky  
Title:    Manager