0000315066-19-000811.txt : 20190213 0000315066-19-000811.hdr.sgml : 20190213 20190213114213 ACCESSION NUMBER: 0000315066-19-000811 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orchard Therapeutics plc CENTRAL INDEX KEY: 0001748907 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90710 FILM NUMBER: 19594459 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR LLC CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 043532603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FMR CORP DATE OF NAME CHANGE: 19920717 SC 13G 1 filing.txt SCHEDULE 13G Amendment No. 0 ORCHARD THERAPEUTICS PLC COMMON STOCK Cusip # 68570P101 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [x] Rule 13d-1(d) Cusip # 68570P101 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 20,407,650 Item 6: 0 Item 7: 20,407,650 Item 8: 0 Item 9: 20,407,650 Item 11: 23.767% Item 12: HC Cusip # 68570P101 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 20,407,650 Item 8: 0 Item 9: 20,407,650 Item 11: 23.767% Item 12: IN Item 1(a). Name of Issuer: ORCHARD THERAPEUTICS PLC Item 1(b). Address of Issuer's Principal Executive Offices: 108 CANNON STREET LONDON, X0 EC4N 6EU ENGLAND Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: COMMON STOCK Item 2(e). CUSIP Number: 68570P101 Item 3. Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned: 20,407,650 (b) Percent of Class: 23.767% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 20,407,650 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 20,407,650 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of ORCHARD THERAPEUTICS PLC. The interest of F-Prime Capital Partners Healthcare Fund IV LP, in the COMMON STOCK of ORCHARD THERAPEUTICS PLC, amounted to 10,203,825 shares or 11.883% of the total outstanding COMMON STOCK at December 31, 2018. The interest of F-Prime Capital Partners Healthcare Fund IV-A LP, in the COMMON STOCK of ORCHARD THERAPEUTICS PLC, amounted to 10,203,825 shares or 11.883% of the total outstanding COMMON STOCK at December 31, 2018. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. Not Applicable. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 2019 Date /s/ Kevin M. Meagher Signature Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 28, 2018, by and on behalf of FMR LLC and its direct and indirect subsidiaries* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on October 9, 2018, accession number: 0000315066-18-002414. Exhibit A Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification IMPRESA MANAGEMENT LLC * IA * Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on February 13, 2019, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the COMMON STOCK of ORCHARD THERAPEUTICS PLC at December 31, 2018. FMR LLC By /s/ Kevin M. Meagher Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 28, 2018, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Kevin M. Meagher Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 30, 2018, by and on behalf of Abigail P. Johnson* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on October 9, 2018, accession number: 0000315066-18-002414.