Amendment: SEC Form SCHEDULE 13G/A filed by Autolus Therapeutics plc
$AUTL
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 8)
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Autolus Therapeutics plc (Name of Issuer) |
Ordinary Shares, nominal value $0.000042 per share, and American Depositary Shares ("ADS"). Each ADS represents one Ordinary Share. (Title of Class of Securities) |
05280R100 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 05280R100 |
| 1 | Names of Reporting Persons
Syncona Portfolio Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,821,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Response to Items 6, 8 and 9 consist of 12,180,333 ordinary shares and 16,640,720 American Depositary Shares ("ADSs") held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value $0.000042 per share, of the Issuer. The ordinary shares and the ADSs are collectively referred to as the "Ordinary Shares".
Response to Item 11 is based on 266,128,900 Ordinary Shares outstanding as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025.
SCHEDULE 13G
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| CUSIP No. | 05280R100 |
| 1 | Names of Reporting Persons
Syncona Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,821,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Response to Items 6, 8 and 9 consist of 12,180,333 ordinary shares and 16,640,720 American Depositary Shares ("ADSs") held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value $0.000042 per share, of the Issuer. The ordinary shares and the ADSs are collectively referred to as the "Ordinary Shares".
Response to Item 11 is based on 266,128,900 Ordinary Shares outstanding as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025.
SCHEDULE 13G
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| CUSIP No. | 05280R100 |
| 1 | Names of Reporting Persons
Syncona Investment Management Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,821,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Response to Items 6, 8 and 9 consist of 12,180,333 ordinary shares and 16,640,720 American Depositary Shares ("ADSs") held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value $0.000042 per share, of the Issuer. The ordinary shares and the ADSs are collectively referred to as the "Ordinary Shares".
Response to Item 11 is based on 266,128,900 Ordinary Shares outstanding as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025.
SCHEDULE 13G
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| CUSIP No. | 05280R100 |
| 1 | Names of Reporting Persons
Syncona Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,821,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Response to Items 6, 8 and 9 consist of 12,180,333 ordinary shares and 16,640,720 American Depositary Shares ("ADSs") held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value $0.000042 per share, of the Issuer. The ordinary shares and the ADSs are collectively referred to as the "Ordinary Shares".
Response to Item 11 is based on 266,128,900 Ordinary Shares outstanding as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025.
SCHEDULE 13G
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| CUSIP No. | 05280R100 |
| 1 | Names of Reporting Persons
Roel Bulthuis | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,821,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Response to Items 6, 8 and 9 consist of 12,180,333 ordinary shares and 16,640,720 American Depositary Shares ("ADSs") held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value $0.000042 per share, of the Issuer. The ordinary shares and the ADSs are collectively referred to as the "Ordinary Shares".
Response to Item 11 is based on 266,128,900 Ordinary Shares outstanding as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025.
SCHEDULE 13G
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| CUSIP No. | 05280R100 |
| 1 | Names of Reporting Persons
Christopher Hollowood | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,821,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Response to Items 6, 8 and 9 consist of 12,180,333 ordinary shares and 16,640,720 American Depositary Shares ("ADSs") held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value $0.000042 per share, of the Issuer. The ordinary shares and the ADSs are collectively referred to as the "Ordinary Shares".
Response to Item 11 is based on 266,128,900 Ordinary Shares outstanding as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025.
SCHEDULE 13G
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| CUSIP No. | 05280R100 |
| 1 | Names of Reporting Persons
Kenneth Galbraith | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,821,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Response to Items 6, 8 and 9 consist of 12,180,333 ordinary shares and 16,640,720 American Depositary Shares ("ADSs") held directly by Syncona Portfolio Limited. Each ADS represents one ordinary share, nominal value $0.000042 per share, of the Issuer. The ordinary shares and the ADSs are collectively referred to as the "Ordinary Shares".
Response to Item 11 is based on 266,128,900 Ordinary Shares outstanding as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Autolus Therapeutics plc | |
| (b) | Address of issuer's principal executive offices:
The Mediaworks, 191 Wood Lane, London W12 7FP, United Kingdom | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Syncona Portfolio Limited;
(ii) Syncona Holdings Limited;
(iii)Syncona Investment Management Limited;
(iv) Syncona Limited;
(v) Roel Bulthuis;
(vi) Christopher Hollowood; and
(vii) Kenneth Galbraith | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of Syncona Portfolio Limited, Syncona Holdings Limited and Syncona Limited is Frances House, PO Box 273, Sir William Place, St. Peter Port, Guernsey, GY1 3RD, Channel Islands. The address of the principal business office of Syncona Investment Management Limited, Roel Bulthuis, Christopher Hollowood and Kenneth Galbraith is 2nd Floor, 8 Bloomsbury Street, London WC1B 3SR, United Kingdom.
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| (c) | Citizenship:
Syncona Portfolio Limited, Syncona Holdings Limited and Syncona Limited's citizenship is Guernsey. Syncona Investment Management Limited and Christopher Hollowood's citizenship is United Kingdom. Roel Bulthuis' citizenship is the Netherlands. Kenneth Galbraith's citizenship is Canada. | |
| (d) | Title of class of securities:
Ordinary Shares, nominal value $0.000042 per share, and American Depositary Shares ("ADS"). Each ADS represents one Ordinary Share. | |
| (e) | CUSIP No.:
05280R100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
28,821,053 | |
| (b) | Percent of class:
10.8 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
28,821,053 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
28,821,053 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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