0001213900-19-022537.txt : 20191108
0001213900-19-022537.hdr.sgml : 20191108
20191108150131
ACCESSION NUMBER: 0001213900-19-022537
CONFORMED SUBMISSION TYPE: 13F-HR
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190930
FILED AS OF DATE: 20191108
DATE AS OF CHANGE: 20191108
EFFECTIVENESS DATE: 20191108
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Woodford Investment Management Ltd
CENTRAL INDEX KEY: 0001634557
IRS NUMBER: 000000000
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 13F-HR
SEC ACT: 1934 Act
SEC FILE NUMBER: 028-16850
FILM NUMBER: 191203754
BUSINESS ADDRESS:
STREET 1: 9400 GARSINGTON ROAD
CITY: OXFORD
STATE: X0
ZIP: OX4 2HN
BUSINESS PHONE: 00 44 1865809023
MAIL ADDRESS:
STREET 1: 9400 GARSINGTON ROAD
CITY: OXFORD
STATE: X0
ZIP: OX4 2HN
FORMER COMPANY:
FORMER CONFORMED NAME: Woodford Investment Management LLP
DATE OF NAME CHANGE: 20150220
13F-HR
1
primary_doc.xml
13F-HR
LIVE
false
false
false
0001634557
XXXXXXXX
09-30-2019
09-30-2019
false
Woodford Investment Management Ltd
9400 Garsington Road
Oxford
X0
OX4 2HN
13F HOLDINGS REPORT
028-16850
Y
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 Woodford Patient Capital Trust Plc ("PCT") 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 46,601,058 shares outstanding as of 7-31-19 as reported in EVF's Quarterly Report on Form 10-Q, filed with the SEC on 8-6-19. 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 8-8-19, for more information. With respect to Autolus Therapeutics plc ("AUT"), PCT beneficially owns all of the ordinary shares of AUT ("AUT Shares") reported herein. PCT has executed an irrevocable proxy appointing WIM as its 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 the AUT Shares ("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 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) voting on such matters. Accordingly, (i) WIM has sole voting power with respect to 1,332,154 AUT Shares, which is the amount that, when added to the AUT Shares held by Arix, is at or below the AUT Threshold, and such voting control is reported as "sole" in Column 8 of the Table (notwithstanding that PCT has no voting control over such shares), (ii) WIM has no voting power with respect to 762,973 AUT Shares (which voting power resides solely with AUT), and such voting control is reported as "none" in Column 8 of the Table and (iii) PCT has no voting control over any of the AUT Shares reported in the Table. For purposes of this calculation, (x) the total outstanding AUT Shares used was 44,981,860 outstanding ordinary shares as of 6-30-19 as reported in Exhibit 99.1 of AUT's Report of Foreign Private Issuer on Form 6-K, filed with the SEC on 8-8-19 and (y) 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. As of June 5, 2019, WIM is no longer the investment manager of SJPUT UK High Income and SJPUK Net Distribution Bond. As of October 15, 2019, WIM is no longer the investment manager of LFW.
Chris Martin
Head of Compliance
44-0-1865-809041
/s/ Chris Martin
Oxford
X0
11-08-2019
2
5
310114
1
0001637243
028-18455
LF Woodford Equity Income Fund
2
0001729720
028-18456
Woodford Patient Capital Trust Plc
INFORMATION TABLE
2
infotable.xml
AUTOLUS THERAPEUTICS PLC
SPON ADS
05280R100
26021
2095127
SH
DFND
2
0
0
0
EVOFEM BIOSCIENCES INC
Common
30048L104
16923
3357718
SH
DFND
2
0
3357718
0
EVOFEM BIOSCIENCES INC
Common
30048L104
46058
9138504
SH
DFND
1
0
9087206
51298
THERAVANCE BIOPHARMA INC
Common
G8807B106
204371
10491349
SH
DFND
1
0
10491349
0
THERAVANCE BIOPHARMA INC
Common
G8807B106
16741
859370
SH
DFND
0
859370
0