0001209191-20-000287.txt : 20200102 0001209191-20-000287.hdr.sgml : 20200102 20200102161804 ACCESSION NUMBER: 0001209191-20-000287 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200101 FILED AS OF DATE: 20200102 DATE AS OF CHANGE: 20200102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rothera Mark CENTRAL INDEX KEY: 0001550424 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38722 FILM NUMBER: 20501754 MAIL ADDRESS: STREET 1: C/O AEGERION PHARMACEUTICALS, INC. STREET 2: 101 MAIN STREET, SUITE 1850 CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Orchard Therapeutics plc CENTRAL INDEX KEY: 0001748907 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 108 CANNON STREET CITY: LONDON STATE: X0 ZIP: EC4N 6EU BUSINESS PHONE: 011-44-0-203-3846700 MAIL ADDRESS: STREET 1: 108 CANNON STREET CITY: LONDON STATE: X0 ZIP: EC4N 6EU FORMER COMPANY: FORMER CONFORMED NAME: Orchard Rx Ltd DATE OF NAME CHANGE: 20180802 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-01-01 0 0001748907 Orchard Therapeutics plc ORTX 0001550424 Rothera Mark C/O ORCHARD THERAPEUTICS PLC 108 CANNON STREET LONDON X0 EC4N 6EU UNITED KINGDOM 1 1 0 0 See Remarks Ordinary Shares 93796 D Ordinary Shares 10000 I See Footnote Stock Option (Right to Buy) 2.44 2027-10-25 Ordinary Shares 1544698 D Stock Option (Right to Buy) 2.44 2028-02-06 Ordinary Shares 436686 D Stock Option (Right to Buy) 9.06 2028-09-12 Ordinary Shares 410289 D Stock Option (Right to Buy) 12.54 2029-01-15 Ordinary Shares 415000 D The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. The shares are held by the Rothera Family Trust U/A dated 9/24/15 with the Reporting Person's spouse as beneficiary and trustee. 393,670 shares subject to this option vested on September 4, 2018 and the remaining shares vest in equal monthly installments over the three years thereafter. 109,173 shares subject to this option vested on February 7, 2019 and the remaining shares vest in equal monthly installments over the three years thereafter. The shares subject to this option vest in equal monthly installments over the four years after September 13, 2018. The shares subject to this option vest in equal monthly installments over the four years after January 16, 2019. Exhibit 24 - Power of Attorney Title: President and Chief Executive Officer /s/ Mark Rothera 2020-01-02 EX-24.3_885621 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of John Ilett and Frank Thomas, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as officer and/or director of Orchard Therapeutics plc (the "Company"), from time to time the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the state of Delaware. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned's capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an officer of, or legal counsel to, the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 2, 2020. /s/ Mark Rothera ---------------------- Mark Rothera