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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE
OMB APPROVAL
OMB Number: 3235-0006
Estimated average burden
hours per response: 23.8
Report for the Calendar Year or Quarter Ended: 03-31-2019
Check here if Amendment    Amendment Number:
This Amendment (Check only one.):    is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: Woodford Investment Management Ltd
Address: 9400 Garsington Road
Oxford, X0  OX4 2HN
Form 13F File Number: 028-16850

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name: Chris Martin
Title: Head of Compliance
Phone: 44-0-1865-809041
Signature, Place, and Date of Signing:
/s/ Chris Martin Oxford,  X0 05-10-2019
[Signature] [City, State] [Date]
Explanatory Note: The Reporting Manager ("WIM") is the investment manager of various funds (the "WIM Funds"), including the Other Included Managers set forth herein ("13F Funds"), and has defined investment discretion and, except as detailed below and in the Information Table ("Table"), shared voting authority with respect to the securities held by WIM Funds reported herein. With respect to Evofem Biosciences, Inc. ("EVF"), LF Woodford Equity Income Fund ("LFW") and Omnis Income & Growth Fund ("OI&G") own shares of EVF common stock ("EVF Stock") (each an "EVF Fund" and together the "EVF Funds"). The EVF Funds have each delivered to EVF a duly executed irrevocable proxy appointing any designee of EVF as their respective sole and exclusive attorney and proxy to vote at every meeting of EVF stockholders with respect to all shares of EVF Stock owned by such EVF Fund in excess of 19.5% of the then outstanding shares of EVF Stock (the "EVF Threshold") in the same proportion as shares voted by all other stockholders (excluding such EVF Fund) voting on or consenting to such matters. Accordingly, each EVF Fund has voting power (which it shares with WIM) only up to and including the EVF Threshold. LFW holds EVF Stock above the EVF Threshold, thus voting power above the EVF Threshold is reported as "none" in Column 8 of the Table. For this calculation, the total outstanding EVF shares used was 28,156,567 shares outstanding as of 2-22-19 as reported in EVF's Form 10-K, filed with the SEC on 3-1-19. Please refer to the Form of Voting Agreement, incorporated by reference to Exhibit 4.10 of EVF's Form S-4 (No. 333-221592) filed on 11-15-17 and WIM's Schedule 13G/A with respect to the EVF Stock filed by WIM on 2-14-19, for more information. With respect to Autolus Therapeutics plc ("AUT"), four WIM Funds (including LFW and Woodford Patient Capital Trust Plc ("PCT") have executed irrevocable proxies appointing WIM as their sole and exclusive attorney and proxy to vote at every meeting of shareholders of AUT and exercise all rights with respect to all capital stock of AUT, including ordinary shares ("AUT Shares"), beneficially owned by such funds ("AUT Proxy Shares"). WIM executed an irrevocable proxy (the "AUT Proxy") appointing any designee of AUT as the sole and exclusive attorney and proxy of WIM to represent WIM and to vote at every meeting of shareholders of AUT and exercise all rights with respect to all AUT Proxy Shares, which when added to AUT Shares beneficially owned by a segregated account managed by WIM ("WEST"), Quilter Investors UK Equity Income II Fund ("Quilter") and Arix Bioscience plc ("Arix"), are in excess of 9.99% of the then outstanding capital stock of AUT (the "AUT Threshold") in the same proportion as the shares voted by all other stockholders (excluding WIM and Quilter) voting on such matters. Accordingly, (i) no WIM Fund that has executed a voting proxy in favor of WIM has voting control over AUT Shares held by it, and for those WIM Funds who are 13F Funds (LFW and PCT), such voting control is reported as "none" in Column 8 of the Table, (ii) WIM has sole voting power with respect to AUT Proxy Shares, which when added to the AUT Shares held by Arix, WEST and Quilter, are at or below the AUT Threshold, and such voting control is reported as "sole" in Column 8 of the Table and (iii) WIM has no voting power with respect to all other AUT Shares held by the WIM Funds (which voting power resides solely with AUT), and such voting control is reported as "none" in Column 8 of the Table. For purposes of this calculation, (x) the total outstanding AUT Shares used was 40,145,617 shares of outstanding ordinary shares as of 12-31-18 as reported in AUT's Annual Report on Form 20-F, filed with the SEC on 2-25-19, (y) the total outstanding AUT Shares owned by Quilter was 0 shares as of 3-31-19 and (z) the total AUT Shares owned by Arix was 3,161,533 shares, as disclosed in the AUT Schedule 13D filed by Arix on 7-6-18.
Report Type (Check only one.):
X 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
   13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
   13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 4
Form 13F Information Table Entry Total: 22
Form 13F Information Table Value Total: 1,238,832
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
No. Form 13F File Number Name
1 028-18455 LF Woodford Equity Income Fund
2 028-18454 SJPUT UK High Income
3 028-18453 SJPUK Net Distribution Bond
4 028-18456 Woodford Patient Capital Trust Plc