Amended Statement of Ownership (sc 13g/a)
February 04 2020 - 12:02PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Final
Amendment (Amendment No. 1)*
Nightstar
Therapeutics plc
(Name
of Issuer)
American
Depositary Shares and Ordinary Shares, nominal value £0.01 per share
(Title
of Class of Securities)
65413A101**
(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.
**
There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 65413A101 has been assigned to the American Depositary
Shares of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “NITE.” Each American Depositary
Share represents 1 Ordinary 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. 65413A101
|
SCHEDULE
13G
|
Page
2 of 9
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Woodford
Investment Management Ltd
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
Ordinary Shares, nominal value £0.01 per share (“Ordinary Shares”)
|
6
|
SHARED
VOTING POWER
0
Ordinary Shares
|
7
|
SOLE
DISPOSITIVE POWER
0
Ordinary Shares
|
8
|
SHARED
DISPOSITIVE POWER
0 Ordinary Shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Ordinary Shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE
OF REPORTING PERSON
FI
|
|
|
|
|
CUSIP
NO. 65413A101
|
SCHEDULE
13G
|
Page
3 of 9
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Neil
Woodford
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
Ordinary Shares
|
6
|
SHARED
VOTING POWER
0
Ordinary Shares
|
7
|
SOLE
DISPOSITIVE POWER
0
Ordinary Shares
|
8
|
SHARED
DISPOSITIVE POWER
0 Ordinary Shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Ordinary Shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP
NO. 65413A101
|
SCHEDULE
13G
|
Page
4 of 9
|
This
Amendment No. 1 amends and restates in its entirety the Schedule 13G filed by Woodford Investment Management Ltd and Neil Woodford
on February 14, 2019 (as amended and restated, this “Schedule 13G”). This Amendment No. 1 is the final amendment
to the Schedule 13G and is an exit filing. (1)
Item
1(a).
|
Name
of Issuer:
|
|
|
|
Nightstar
Therapeutics plc (the “Issuer”).
|
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
|
10
Midford Place, 2nd Floor
London W1T 5BJ
United Kingdom
|
|
|
Items
2(a),
|
|
(b)
and (c).
|
Name
of Persons Filing, Address of Principal Business Office and Citizenship:
|
|
|
|
This
Schedule 13G is being filed jointly by Woodford Investment Management Ltd (the “Manager”) and Neil Woodford,
the Head of Investment for the Manager. The joint filing agreement of the Manager and Mr. Woodford is attached as Exhibit
1 to this Schedule 13G. The filers of this statement are collectively referred to herein as the “Group.”
|
|
|
|
The
principal business office of the Manager and Mr. Woodford is 27 Old Gloucester Street, London WC1N 3AX, United Kingdom. For
the place of organization of the Manager and the citizenship of Mr. Woodford, see Item 4 of their respective cover pages.
|
|
|
Item
2(d).
|
Title
of Class of Securities:
|
|
|
|
Ordinary
Shares, nominal value £0.01 per share (“Ordinary Shares”) represented by American Depositary Shares
(“ADS”), each of which represents one Ordinary Share.
|
|
|
Item
2(e).
|
CUSIP
Number:
|
|
|
|
There
is no CUSIP number assigned to the Ordinary Shares. CUSIP number 65413A101 has been assigned to the ADS, which are quoted
on the Nasdaq Global Select Market under the symbol “NITE.”
|
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:
|
|
(a)
|
☐
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
☐
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. ☐ 78c).
|
(1)
The original Schedule 13G filing for the Manager and Mr. Woodford relating to this Issuer pertained to Ordinary Shares (represented
by ADS) held of record by each of the LF Woodford Equity Income Fund (“LFW”) and the West Fund, which were
deemed beneficially owned by the Manager and Mr. Woodford due to the Manager’s status as the investment manager of each
such fund, and Mr. Woodford’s status as Head of Investment for the Manager. As of October 15, 2019 and May 3, 2019, the
Manager ceased to be the investment manager of LFW and the West Fund, respectively, and as a result, such securities are no longer
beneficially owned by the Manager or Mr. Woodford as of each such date.
CUSIP NO. 65413A101
|
SCHEDULE
13G
|
Page
5 of 9
|
|
(d)
|
☐
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
(e)
|
☐
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☒
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☒
|
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☒
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
The Manager is eligible to file pursuant to §240.13d-1(b)(1)(ii)(J) and is an investment manager authorized and regulated
by the Financial Conduct Authority of the United Kingdom which is comparable to the regulatory scheme applicable to the
investment advisers covered by Item 3(e) above. See Exhibit 1 for the identification and classification of each member
of the Group.
|
|
(a)
|
Amount beneficially owned:
|
0
Ordinary Shares (represented by 0 ADS)
0.0%.
|
(c)
|
Number
of Ordinary Shares (represented by ADS) to which each member of the Group has:
|
|
(i)
|
Sole
power to vote or direct the vote: 0
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 0
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
|
|
(iv)
|
Shared
power to dispose of or direct the disposition of: 0
|
CUSIP NO. 65413A101
|
SCHEDULE 13G
|
Page 6 of 9
|
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 each member of the Group has ceased to be the beneficial
owner of more than five 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 By the Parent Holding Company.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
See
Exhibit 1.
CUSIP NO. 65413A101
|
SCHEDULE 13G
|
Page 7 of 9
|
Item 9.
|
Notice of Dissolution of a Group.
|
Not
applicable.
By
signing below each member of the Group certifies that, to the best of his or its knowledge and belief, (i) the securities referred
to above were acquired and are held in the ordinary course of business and 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 and (ii) the foreign regulatory scheme
applicable to investment managers authorized and regulated by the Financial Conduct Authority of the United Kingdom is substantially
comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). Each member of the Group also
undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
CUSIP
NO. 65413A101
|
SCHEDULE
13G
|
Page
8 of 9
|
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated:
February 4, 2020
|
WOODFORD
INVESTMENT MANAGEMENT LTD
|
|
|
|
|
|
By:
|
/s/
Paul Green
|
|
|
Name:
|
Paul
Green
|
|
|
Title:
|
Head
of Operations and Authorized Signatory
|
|
|
|
|
|
/s/
Neil Woodford
|
|
Neil
Woodford
|
This
Schedule 13G is being jointly filed by the Group. The Manager is an investment manager, authorized and regulated by the Financial
Conduct Authority of the United Kingdom, in the business of investment management. Mr. Woodford serves as the Head of Investment
for the Manager. Mr. Woodford, as a controlling person of the Manager, may be deemed to have beneficial ownership under Section
13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by the Manager. Securities previously
reported on this Schedule 13G as being beneficially owned by the Group were purchased on behalf of clients of the Manager.
Pursuant
to Rule 13d-4, Mr. Woodford declares that the filing of this Schedule 13G shall not be deemed an admission by him that he is,
for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities previously
covered by this Schedule 13G.
CUSIP
NO. 65413A101
|
SCHEDULE
13G
|
Page
9 of 9
|
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares
(represented by ADS, each of which represents one Ordinary Share) of the Issuer and further agree that this Joint Filing Agreement
be included as an Exhibit to such joint filings.
Dated: February
4, 2020
|
WOODFORD INVESTMENT MANAGEMENT LTD
|
|
|
|
By:
|
/s/ Paul Green
|
|
|
Name:
|
Paul Green
|
|
|
Title:
|
Head of Operations and Authorized
Signatory
|
|
|
|
/s/ Neil Woodford
|
|
Neil Woodford
|
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP
The
Group filing this Schedule 13G is comprised of Woodford Investment Management Ltd and Neil Woodford, its Head of Investment.
Item
3 Classification:
Woodford
Investment Management Ltd: A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
Neil
Woodford: A control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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