SEC Form 4 · accession 0000947871-16-001218
Adaptimmune Therapeutics PLC · ADAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A. Thompson
Director
Period of report
May 20, 2016
Accepted (ET)
May 25, 2016 · 6:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001621227
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares with a nominal value of GBP0.001 per shareF1,F2,F5,F6 | May 20, 2016 | P | 2,400 | $10.04 | A | 28,043,404 | I | See Footnotes |
| Ordinary Shares with a nominal value of GBP0.001 per shareF1,F3,F5,F6 | May 23, 2016 | P | 1,191,600 | $10.40 | A | 29,235,004 | I | See Footnotes |
| Ordinary Shares with a nominal value of GBP0.001 per shareF1,F4,F5,F6 | May 24, 2016 | P | 518,400 | $10.48 | A | 29,753,404 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The ordinary shares whose purchase is reported on this line are represented by American Depositary Shares ("ADSs") and are held of record by OrbiMed Private Investments V, LP ("OPI V"). Each ADS represents six ordinary shares of Adaptimmune Therapeutics plc. Of the amount of securities reported in column 5, OPI V holds 25,408,300 shares directly in the form of ordinary shares, and the balance of the ordinary shares are represented by ADSs.
- F2The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were purchased in multiple transactions at prices ranging from $10.03 to $10.05 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
- F3The price reported in Column 4 is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $10.15 to $10.55 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
- F4The price reported in Column 4 is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $10.45 to $10.52 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the range set forth in this footnote.
- F5These securities are held of record by OPI V. OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP V. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP V, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person is an employee of Advisors.
- F6Each of GP V, Advisors, Isaly and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that any such entity or person, including the Reporting Person, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.