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    SEC Form SC 13G filed by Orchard Therapeutics plc

    3/20/23 4:43:42 PM ET
    $ORTX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $ORTX alert in real time by email
    SC 13G 1 deeptrack-ortx031023.htm



     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934

    (Amendment No. )*



    ORCHARD THERAPEUTICS PLC

    (Name of Issuer)

     

    Ordinary Shares, par value £0.10 per share (represented by American Depositary Shares)

    (Title of Class of Securities)

     

    68570P200

    (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:

     

    o Rule 13d-1(b)

    x Rule 13d-1(c)

    o 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.  68570P200
     SCHEDULE 13G
    Page 2 of 9 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    Deep Track Capital, LP
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) x
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    0
    6
    SHARED VOTING POWER
     
    19,125,150
    7
    SOLE DISPOSITIVE POWER
     
    0
    8
    SHARED DISPOSITIVE POWER
     
    19,125,150
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    19,125,150*
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    9.99%
    12
    TYPE OF REPORTING PERSON
     
    IA, OO

    * Deep Track Capital LP, Deep Track Biotechnology Master Fund Ltd and David Kroin, together as the Reporting Persons’, beneficially owns an aggregate of 19,125,150 ordinary shares of Orchard Therapeutics plc, consisting of 1,166,670 American Depositary Shares, each of which represents, and at the holder's option is convertible into ten ordinary shares, as well as American Depositary Shares from warrants eligible for conversion, each of which represents, and at the holder's option is convertible into ten ordinary shares.

     


     

    CUSIP No.  68570P200
     SCHEDULE 13G
    Page 3 of 9 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    Deep Track Biotechnology Master Fund, Ltd.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) x
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Cayman Islands
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    0
    6
    SHARED VOTING POWER
     
    19,125,150
    7
    SOLE DISPOSITIVE POWER
     
    0
    8
    SHARED DISPOSITIVE POWER
     
    19,125,150
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    19,125,150*
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    9.99%
    12
    TYPE OF REPORTING PERSON
     
    CO

    * Deep Track Capital LP, Deep Track Biotechnology Master Fund Ltd and David Kroin, together as the Reporting Persons’, beneficially owns an aggregate of 19,125,150 ordinary shares of Orchard Therapeutics plc, consisting of 1,166,670 American Depositary Shares, each of which represents, and at the holder's option is convertible into ten ordinary shares, as well as American Depositary Shares from warrants eligible for conversion, each of which represents, and at the holder's option is convertible into ten ordinary shares.

     


     

    CUSIP No.  68570P200
     SCHEDULE 13G
    Page 4 of 9 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    David Kroin
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) x
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    United States
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    0
    6
    SHARED VOTING POWER
     
    19,125,150
    7
    SOLE DISPOSITIVE POWER
     
    0
    8
    SHARED DISPOSITIVE POWER
     
    19,125,150
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    19,125,150*
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    9.99% 
    12
    TYPE OF REPORTING PERSON
     
    IN, HC 
    * Deep Track Capital LP, Deep Track Biotechnology Master Fund Ltd and David Kroin, together as the Reporting Persons’, beneficially owns an aggregate of 19,125,150 ordinary shares of Orchard Therapeutics plc, consisting of 1,166,670 American Depositary Shares, each of which represents, and at the holder's option is convertible into ten ordinary shares, as well as American Depositary Shares from warrants eligible for conversion, each of which represents, and at the holder's option is convertible into ten ordinary shares.
     


     

     

    CUSIP No. 68570P200
     SCHEDULE 13G
    Page 5 of 9 Pages

     

    Item 1.(a) Name of Issuer

    ORCHARD THERAPEUTICS PLC

    Item 1.(b) Address of Issuer’s Principal Executive Offices

    245 Hammersmith Road

    London, W6 8PW, United Kingdom

    Item 2.(a) Names of Persons Filing:

    (i) Deep Track Capital, LP

    (ii) Deep Track Biotechnology Master Fund, Ltd.

    (iii) David Kroin 

      

    Item 2.( b) Address of Principal Business Office:

    (i) 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830

    (ii) c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands

    (iii) c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830

      

    Item 2.(c) Citizenship:

    (i) Delaware

    (ii) Cayman Islands

    (iii) United States

      

    Item 2.(d) Title of Class of Securities

    Ordinary Shares, par value £0.10 per share (represented by American Depositary Shares)

     

    Item 2.(e) CUSIP No.:

    68570P200

     

    CUSIP No.  68570P200
     SCHEDULE 13G
    Page 6 of 9 Pages

     

     

    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);
     
      (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
     
      (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
     
      (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
      (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
      (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
      (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
     
      (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
      (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);
     
      (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
     
      (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

     

     Not Applicable

     

     

    CUSIP No. 68570P200
     SCHEDULE 13G
    Page 7 of 9 Pages

     

     

    Item 4. Ownership

    Information with respect to the Reporting Persons' ownership of the Ordinary Shares as of March 20, 2023, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.

    The amount beneficially owned by each Reporting Person is determined based on 191,442,949 Ordinary Shares outstanding.

    Item 5. Ownership of Five Percent or Less of a Class

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

    Item 6. Ownership of More Than Five Percent on Behalf of Another Person

    Not Applicable.

    Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

     

    Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.

    Item 8. Identification and Classification of Members of the Group

    Not Applicable.

    Item 9. Notice of Dissolution of Group 

    Not Applicable.

    Item 10. Certification

    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.

     

     
    CUSIP No. 68570P200
     SCHEDULE 13G
    Page 8 of 9 Pages

     

     

    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.

     

    Dated: March 20, 2023

     

     

     

     

    Deep Track Capital, LP

           
      By:  /s/ David Kroin
        David Kroin, Managing Member of the General Partner of the Investment Adviser
           
     

    Deep Track Biotechnology Master Fund, Ltd.

     

     

     
      By:  /s/ David Kroin
        David Kroin, Director
           
     

    David Kroin

           
      By:  /s/ David Kroin
        David Kroin
           
     
    CUSIP No. 68570P200
     SCHEDULE 13G
    Page 9 of 9 Pages

     

    Exhibit I

     

    JOINT FILING STATEMENT

     

    PURSUANT TO RULE 13d-1(k)

     

    The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

     

    Dated: March 20, 2023

     

     

    Deep Track Capital, LP

           
      By:  /s/ David Kroin
        David Kroin, Managing Member of the General Partner of the Investment Adviser
           
     

    Deep Track Biotechnology Master Fund, Ltd.

     

     

     
      By:  /s/ David Kroin
        David Kroin, Director
           
     

    David Kroin

           
      By:  /s/ David Kroin
        David Kroin
           
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