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    Amendment: SEC Form SCHEDULE 13D/A filed by Cellectis S.A.

    1/24/25 9:52:01 AM ET
    $CLLS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $CLLS alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)


    Cellectis S.A.

    (Name of Issuer)


    Ordinary shares, nominal value of EUR0.05 per ordinary share

    (Title of Class of Securities)


    15117K103

    (CUSIP Number)


    Adrian Kemp
    1 Francis Crick Avenue, Cambridge Biomedical Campus
    Cambridge, X0, CB2 0AA
    44 20 3749 5000

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    01/23/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    15117K103


    1 Name of reporting person

    AstraZeneca PLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED KINGDOM
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    44,000,000.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    44,000,000.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    44,000,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    44.0 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    Note in relation to items 7, 9 and 11: Represents 16,000,000 Ordinary Shares, 10,000,000 series A convertible preferred shares and 18,000,000 series B convertible preferred shares, each held directly by AstraZeneca Holdings B.V., a wholly owned subsidiary of AstraZeneca PLC. Assumes the conversion of all series A convertible preferred shares and series B convertible preferred shares (one series A convertible preferred share shall convert into one Ordinary Share, and one series B convertible preferred share shall convert into one Ordinary Share). AstraZeneca PLC and AstraZeneca Holdings B.V. may each be deemed to have sole voting and dispositive power over the Ordinary Shares, series A convertible preferred shares and series B convertible preferred shares. Note in relation to item 13: Based on 72,093,873 Ordinary Shares outstanding as of December 31, 2024 according to the Form F-3 filed by the Issuer on January 15, 2025 (File No. 333-284302), which would increase to 100,093,873 Ordinary Shares upon conversion of all series A convertible preferred shares and series B convertible preferred shares.


    SCHEDULE 13D

    CUSIP No.
    15117K103


    1 Name of reporting person

    AstraZeneca Holdings B.V.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    NETHERLANDS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    44,000,000.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    44,000,000.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    44,000,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    44.0 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    Note in relation to items 7, 9 and 11: Represents 16,000,000 Ordinary Shares, 10,000,000 series A convertible preferred shares and 18,000,000 series B convertible preferred shares, each held directly by AstraZeneca Holdings B.V., a wholly owned subsidiary of AstraZeneca PLC. Assumes the conversion of all series A convertible preferred shares and series B convertible preferred shares (one series A convertible preferred share shall convert into one Ordinary Share, and one series B convertible preferred share shall convert into one Ordinary Share). AstraZeneca PLC and AstraZeneca Holdings B.V. may each be deemed to have sole voting and dispositive power over the Ordinary Shares, series A convertible preferred shares and series B convertible preferred shares. Note in relation to item 13: Based on 72,093,873 Ordinary Shares outstanding as of December 31, 2024 according to the Form F-3 filed by the Issuer on January 15, 2025 (File No. 333-284302), which would increase to 100,093,873 Ordinary Shares upon conversion of all series A convertible preferred shares and series B convertible preferred shares.


    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Ordinary shares, nominal value of EUR0.05 per ordinary share
    (b)Name of Issuer:

    Cellectis S.A.
    (c)Address of Issuer's Principal Executive Offices:

    8, rue de la Croix Jarry, Paris, FRANCE , 75013.
    Item 1 Comment:
    Introductory Statement: This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D filed on November 9, 2023 as amended by Amendment No. 1 thereto filed on November 16, 2023 (as amended, the "Schedule 13D") by AstraZeneca PLC ("AstraZeneca") and AstraZeneca Holdings B.V. ("AZ Holdings BV") relating to the Ordinary Shares of Cellectis S.A. Except as otherwise specified in this Amendment No. 2, the Schedule 13D is unmodified. Capitalized terms used but not defined in this Amendment No. 2 have the respective meanings set forth in the Schedule 13D.
    Item 3.Source and Amount of Funds or Other Consideration
     
    Item 3 of the Schedule 13D is hereby amended and supplemented to add the following: "On May 7, 2024, AstraZeneca announced the successful completion of the Additional Investment pursuant to which AZ Holdings BV received 10,000,000 series A convertible preferred shares of the Issuer and 18,000,000 series B convertible shares of the Issuer, each at a price of $5.00 per convertible preferred share, as contemplated and described in more detail elsewhere in the Schedule 13D. The source of the total subscription price for the convertible preferred shares of $140,000,000 was working capital."
    Item 4.Purpose of Transaction
     
    Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: "On May 7, 2024, AstraZeneca announced the successful completion of the Additional Investment pursuant to which AZ Holdings BV received 10,000,000 series A convertible preferred shares of the Issuer and 18,000,000 series B convertible shares of the Issuer, each at a price of $5.00 per convertible preferred share, as contemplated and described in more detail elsewhere in the Schedule 13D. On January 15, 2025, the Issuer filed a Registration Statement on Form F-3 (File No. 333-284302) (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission on January 23, 2025, to register the resale of Ordinary Shares (including in the form of American Depositary Shares) issuable upon conversion of the series A convertible preferred shares and the series B convertible preferred shares. The effectiveness of the Registration Statement permits AstraZeneca and AZ Holdings BV to publicly resell Ordinary Shares (including in the form of American Depositary Shares). AstraZeneca intends to continue to review its investment in the Issuer on an ongoing basis and, depending on various factors, including, without limitation, the Issuer's financial position, the price of the Ordinary Shares and the American Depositary Shares representing Ordinary Shares, conditions in the securities markets and general economic and industry conditions, AstraZeneca may, in the future, take such actions with respect to the Ordinary Shares as they deem appropriate, including, without limitation: purchasing additional Ordinary Shares; selling Ordinary Shares; taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) in Item 4 of the Schedule 13D."
    Item 5.Interest in Securities of the Issuer
    (a)
    Item 5(a) of the Schedule 13D is hereby amended and replaced in its entirety with the following: "As at the date of this Amendment No. 2, each of AstraZeneca and AZ Holdings BV may be deemed to beneficially own 44,000,000 Ordinary Shares, representing approximately 44.0% of the Ordinary Shares outstanding. These figures assume the conversion of all series A convertible preferred shares and series B convertible preferred shares (one series A convertible preferred share shall convert into one Ordinary Share, and one series B convertible preferred share shall convert into one Ordinary Share). Without giving effect to any conversion of the series A convertible preferred shares or series B convertible preferred shares, AstraZeneca and AZ Holdings BV hold 16,000,000 Ordinary Shares (representing 22.2% of the Issuer's outstanding Ordinary Shares) and 26,000,000 voting rights (representing 29.3% of the Issuer's outstanding voting rights). This response is based on 72,093,873 Ordinary Shares outstanding as of December 31, 2024 and 78,660,539 voting rights associated with the Issuer's Ordinary Shares outstanding as of December 31, 2024, in each case according to the Form F-3 filed by the Issuer on January 15, 2025 (File No. 333-284302). To the knowledge of AstraZeneca and AZ Holdings BV, no other Reporting Person beneficially owns any Ordinary Shares."
    (b)
    Item 5(b) of the Schedule 13D is hereby amended and replaced in its entirety with the following: "As at the date of this Amendment No. 2, each of AstraZeneca and AZ Holdings BV may be deemed to have sole voting and dispositive power over 16,000,000 Ordinary Shares, 10,000,000 series A convertible preferred shares and 18,000,000 series B convertible preferred shares. Neither AstraZeneca nor AZ Holdings BV has shared voting or dispositive power over any Ordinary Shares, series A convertible preferred shares or series B convertible preferred shares. To the knowledge of AstraZeneca and AZ Holdings BV, no other Reporting Person has any voting or dispositive power over any Ordinary Shares."

        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.

     
    AstraZeneca PLC
     
    Signature:/s/ Adrian Kemp
    Name/Title:Adrian Kemp, Company Secretary
    Date:01/24/2025
     
    AstraZeneca Holdings B.V.
     
    Signature:/s/ Kamila Kozikowska
    Name/Title:Kamila Kozikowska, Director
    Date:01/24/2025
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