SEC Form SC 13G filed by Orchard Therapeutics plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

ORCHARD THERAPEUTICS PLC

(Name of Issuer)

Ordinary Shares, nominal value £0.10 per share
(Title of Class of Securities)

68570P101

(CUSIP Number)

___________March 10, 2023__________

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 68570P101

CUSIP No. 68570P101

CUSIP No. 68570P101

CUSIP No. 68570P101

Orchard Therapeutics PLC (the “Issuer”)

245 Hammersmith Road, London W6 8PW, United Kingdom

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

RA Capital Management, L.P. (“RA Capital”)

Peter Kolchinsky

Rajeev Shah

RA Capital Healthcare Fund, L.P. (the “Fund”)

The address of the principal business office of each of the Reporting Persons is:

c/o RA Capital Management, L.P., 200 Berkeley Street, 18^th Floor, Boston MA 02116

RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.

Ordinary Shares, nominal value £0.10 per share (“Ordinary Shares”)

68570P101

Not applicable.

The Fund directly holds (i) 16,720,000 Ordinary Shares, (ii) 16,613,400 non-voting ordinary shares (“Non-Voting Ordinary Shares”) that it has the right to redesignate as 16,613,400 Ordinary Shares and (iii) 36,666,740 warrants (“Warrants”) through which it has the right to acquire 36,666,740 Ordinary Shares during the Exercise Period (as such term is defined in the Warrants). Both the Non-Voting Ordinary Shares and Warrants are subject to a Beneficial Ownership Blocker (as defined below).

The shares reported herein for the Reporting Persons represent (i) 16,720,000 Ordinary Shares, and (ii) 1,844,300 Ordinary Shares that the Reporting Persons beneficially own based on the right to acquire, upon the redesignation of the Non-Voting Ordinary Shares. The Non-Voting Ordinary Shares may be redesignated as Ordinary Shares at the election of the holder, except that the agreement governing the terms of the redesignation of the Non-Voting Ordinary Shares contains a provision (the “Beneficial Ownership Blocker”) which precludes the redesignation of Non-Voting Ordinary Shares to the extent that, following the election of redesignation, the holder, together with its affiliates and any other person acting together with the holder as a “group” (as defined in the rules under the Securities Exchange Act of 1934 (the “Act”)), would beneficially own more than 9.99% of the Ordinary Shares outstanding (including any Ordinary Shares represented by American Depository Shares).

The Reporting Persons are currently prohibited from redesignating the Non-Voting Ordinary Shares or exercising the Warrants to the extent that redesignation or exercise would result in beneficial ownership of more than 18,564,300 Ordinary Shares by the Reporting Persons.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The beneficial ownership percentages reported are based on the equivalent of 183,984,499 outstanding Ordinary Shares, as reported in the Issuer’s Form 10-K filed on March 14, 2023, plus (ii) 1,844,300 Ordinary Shares of which the Reporting Persons may currently acquire beneficial ownership upon the redesignation of Non-Voting Ordinary Shares, as limited by the Beneficial Ownership Blocker.

RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s Ordinary Shares reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit List

Exhibit 1: Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXHIBIT 1

AGREEMENT

This Joint Filing Agreement, dated as of March 20, 2023, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Ordinary Shares, £0.10 nominal value per share of Orchard Therapeutics PLC beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.