SEC Form SC 13G/A filed by Achilles Therapeutics plc (Amendment)
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.
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. 00449L102
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(1) Names of reporting persons Point72 Asset Management, L.P.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,413,809**
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,413,809**
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(9) Aggregate amount beneficially owned by each reporting person
1,413,809**
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 3.6%
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(12) Type of reporting person (see instructions) PN
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**Consists of 1,413,809 American Depositary Shares, representing 1,413,809 Ordinary Shares.
CUSIP No. 00449L102
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(1) Names of reporting persons Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,413,809**
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,413,809**
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(9) Aggregate amount beneficially owned by each reporting person
1,413,809**
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 3.6%
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(12) Type of reporting person (see instructions) CO
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**Consists of 1,413,809 American Depositary Shares, representing 1,413,809 Ordinary Shares.
CUSIP No. 00449L102
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(1) Names of reporting persons Cubist Systematic Strategies, LLC
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 0
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(7) Sole dispositive power 0
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(8) Shared dispositive power 0
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(9) Aggregate amount beneficially owned by each reporting person
0
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 0%
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(12) Type of reporting person (see instructions) OO
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CUSIP No. 00449L102
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(1) Names of reporting persons Steven A. Cohen
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,413,809**
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,413,809**
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(9) Aggregate amount beneficially owned by each reporting person
1,413,809**
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 3.6%
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(12) Type of reporting person (see instructions) IN
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**Consists of 1,413,809 American Depositary Shares, representing 1,413,809 Ordinary Shares.
reported herein are held in the form of American Depositary Shares (“ADS”), which each
represent one Ordinary Share. This statement is filed by: (i) Point72 Asset Management, L.P.
(“Point72 Asset Management”) with respect to Ordinary Shares held, in the form of ADSs, by an
investment fund it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”)
with respect to Ordinary Shares held, in the form of ADSs, by an investment fund managed by
Point72 Asset Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic
Strategies”) with respect to Ordinary Shares held, in the form of ADSs, by an investment fund it
manages; and (iv) Steven A. Cohen (“Mr. Cohen”) with respect to Ordinary Shares held, in the
form of ADSs, beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc.,
and Cubist Systematic Strategies.
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902;
and (ii) Cubist Systematic Strategies is 55 Hudson Yards, New York, NY 10001.
Delaware corporation. Cubist Systematic Strategies is a Delaware limited liability company.
Mr. Cohen is a United States citizen.
each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Such information is as of the close of business on December 31, 2022.
Mr. Cohen own directly no ADSs or Ordinary Shares. Pursuant to an investment
management agreement, Point72 Asset Management maintains investment and voting
power with respect to the securities held by an investment fund it manages. Point72 Capital
Advisors Inc. is the general partner of Point72 Asset Management. Pursuant to an investment
management agreement, Cubist Systematic Strategies maintains investment and voting power
with respect to the securities held by an investment fund it manages. Mr. Cohen controls
each of Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist Systematic
Strategies. The filing of this statement should not be construed as an admission that any of the
foregoing persons or any reporting person is, for the purposes of Section 13 of the Act, the
beneficial owner of the Ordinary Shares reported herein.