SEC Form 3 · accession 0001209191-19-000579
Nightstar Therapeutics plc · NITE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher J Hollowood
Director
Period of report
Jan 1, 2019
Accepted (ET)
Jan 2, 2019 · 9:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001711675
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3 | holding | — | — | — | 13,203,922 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4,F1 | $12.27 | holding | — | — | — | — | Feb 27, 2028 | Ordinary Shares | 36,400 | — | D |
Explanation of responses
- F1The ordinary shares, nominal value GBP 0.01 per share, of the Issuer may be represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.
- F2As of January 1, 2019, the holdings consist of 11,203,922 ordinary shares and 2,000,000 ADSs held by Syncona Portfolio Limited.
- F3Syncona Portfolio Limited is a controlled subsidiary of Syncona Holdings Limited, which in turn is a controlled subsidiary of Syncona Limited, a publicly-listed closed-end investment fund. Each of Syncona Holdings Limited and Syncona Limited may be deemed to have voting and dispositive power over the shares held by Syncona Portfolio Limited. Investment and voting decisions with respect to these shares are made by Syncona Portfolio Limited acting upon the recommendation of an investment committee of Syncona Investment Management Limited, also a subsidiary of Syncona Holdings Limited. The Reporting Person is a member of the investment committee of Syncona Investment Management Limited. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of the Reporting Person's pecuniary interest, if any.
- F4This option vests as to 1/3 on February 28, 2019, February 28, 2020 and February 28, 2021 respectively.
Remarks
Exhibit List: Exhibit 24.1 - Power of Attorney