SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Amendment No.    )*

 

Nightstar Therapeutics plc

(Name of Issuer)

 

American Depositary Shares and Ordinary Shares, nominal value £0.01 per share

(Title of Class of Securities)

 

65413A101**

(CUSIP Number)

 

December 31, 2018

(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)

 

☐     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.

 

** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 65413A101 has been assigned to the American Depositary Shares of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “NITE.” Each American Depositary Share represents 1 Ordinary Share.

 

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. 65413A101 SCHEDULE 13G Page 2 of 8

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Woodford Investment Management Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   

(a) ☒

(b) ☐ 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH
REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,150,000 Ordinary Shares, nominal value £0.01 per share (“Ordinary Shares”) (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER


1,921,315 Ordinary Shares (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,921,315 Ordinary Shares (see Item 4)

 10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES        ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.8% (See Item 4)

12

TYPE OF REPORTING PERSON

 

FI

  

 

 

 

CUSIP NO. 65413A101 SCHEDULE 13G Page 3 of 8

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Neil Woodford

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH
REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,150,000 Ordinary Shares (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER


1,921,315 Ordinary Shares (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,921,315 Ordinary Shares (see Item 4)

 10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES        ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.8% (See Item 4)

12

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

CUSIP NO. 65413A101 SCHEDULE 13G Page 4 of 8

 

Item 1(a). Name of Issuer:
   
  Nightstar Therapeutics plc (the “Issuer”).
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
 

10 Midford Place, 2nd Floor

London W1T 5BJ

United Kingdom

   
Items 2(a),  
(b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship:
   
  This Schedule 13G is being filed jointly by Woodford Investment Management Ltd (the “Manager”) and Neil Woodford, the Head of Investment for the Manager. The joint filing agreement of the Manager and Mr. Woodford is attached as Exhibit 1 to this Schedule 13G. The filers of this statement are collectively referred to herein as the “Group.”
   
  The principal business office of the Manager and Mr. Woodford is 9400 Garsington Road, Oxford OX4 2HN, United Kingdom. For the place of organization of the Manager and the citizenship of Mr. Woodford, see Item 4 of their respective cover pages.    
   
Item 2(d). Title of Class of Securities:
   
  Ordinary Shares, nominal value £0.01 per share (“Ordinary Shares”) represented by American Depositary Shares (“ADS”), each of which represents one Ordinary Share.
   
Item 2(e). CUSIP Number:
   
  There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 65413A101 has been assigned to the ADS, which are quoted on the Nasdaq Global Select Market under the symbol “NITE.”

 

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) 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);

 

 

 

 

CUSIP NO. 65413A101 SCHEDULE 13G Page 5 of 8

 

  (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)

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: The Manager is eligible to file pursuant to §240.13d-1(b)(1)(ii)(J) and is an investment manager authorized and regulated by the Financial Conduct Authority of the United Kingdom which is comparable to the regulatory scheme applicable to the investment advisers covered by Item 3(e) above. See Exhibit 1 for the identification and classification of each member of the Group.

 

Item 4. Ownership.(1)

 

  (a) Amount beneficially owned:  

 

As of the date of this filing, each member of the Group may be deemed to have beneficial ownership of 1,921,315 Ordinary Shares (represented by 1,921,315 ADS). Mr. Woodford, who, as Head of Investments for the Manager, may be deemed to share beneficial ownership with the Manager of the Ordinary Shares beneficially owned by the Manager, expressly disclaims beneficial ownership of such Ordinary Shares, except to the extent of any pecuniary interest therein.

 

  (b) Percent of class:

 

Based on 32,884,103 Ordinary Shares outstanding as of the completion of the Issuer’s public offering, including Ordinary Shares in the form of ADS issued in connection with such offering, as disclosed in, and derived from, the Issuer’s prospectus on Form 424(b)(4), dated September 28, 2018, filed with the SEC on September 28, 2018, each member of the Group beneficially owns approximately 5.8% of the issued and outstanding Ordinary Shares (represented by ADS) of the Issuer.

 

 

 

(1) The Manager is the investment manager of LF Woodford Equity Income Fund (“LF Woodford”) and the West Fund (collectively with LF Woodford, the “Woodford Funds”), providing services to (a) the Woodford Funds, (b) Link Fund Solutions, the operator of LF Woodford and (c) the Abu Dhabi Investment Authority, the operator of the West Fund. The Woodford Funds are the holders of record of Ordinary Shares (represented by ADS) reported herein. Pursuant to the respective Management Agreements between each Woodford Fund and the Manager (collectively, the “Management Agreements”), the Manager (i) in the case of LF Woodford, has both voting power and investment discretion over securities held of record by such fund, including any Ordinary Shares (represented by ADS) and (ii) in the case of the West Fund, has investment discretion (but not voting discretion) over securities held of record by the West Fund, including any Ordinary Shares (represented by ADS). As a result, the Manager may be deemed to be the beneficial owner of the Ordinary Shares represented by ADS held by each Woodford Fund. Mr. Neil Woodford is the Head of Investment for the Manager, and as such, may be deemed to beneficially own the Ordinary Shares (represented by ADS) beneficially owned by the Manager, but expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein. LF Woodford is also a beneficial owner of such Ordinary Shares (represented by ADS) because, pursuant to the terms of its Management Agreement, it may give the Manager voting and disposition instructions for LF Woodford’s securities, including such Ordinary Shares (represented by ADS). Furthermore, the Management Agreement between the Manager and LF Woodford may be terminated by LF Woodford at any time upon 60 days’ notice. Pursuant to its Management Agreement, the West Fund may give the Manager disposition instructions for the West Fund’s securities, including such Ordinary Shares (represented by ADS). Neither Woodford Fund, as of the date hereof, beneficially owns more than 5% of the issued and outstanding Ordinary Shares (represented by ADS) of the Issuer.

 

 

 

 

CUSIP NO. 65413A101 SCHEDULE 13G Page 6 of 8

 

  (c) Number of shares to which each member of the Group has:

 

  (i) Sole power to vote or direct the vote: 0
     
  (ii) Shared power to vote or direct the vote: 1,150,000 Ordinary Shares (represented by 1,150,000 ADS)
     
  (iii) Sole power to dispose or to direct the disposition of: 0
     
  (iv) Shared power to dispose of or direct the disposition of: 1,921,315 Ordinary Shares (represented by 1,921,315 ADS)

 

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

 

Not applicable.

 

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

 

The Manager is an investment manager and the funds managed by it have the right to receive and the power to direct the receipt of dividends or the proceeds from the sale of Ordinary Shares (represented by ADS) owned by them.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

See Exhibit 1.

 

Item 9. Notice of Dissolution of a Group.  

 

Not applicable.

 

Item 10. Certification.

 

By signing below each member of the Group certifies that, to the best of his or its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and 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 and (ii) the foreign regulatory scheme applicable to investment managers authorized and regulated by the Financial Conduct Authority of the United Kingdom is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). Each member of the Group also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. 

 

 

 

 

CUSIP NO. 65413A101 SCHEDULE 13G Page 7 of 8

 

SIGNATURE

 

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

 

Dated: February 14, 2019

 

  WOODFORD INVESTMENT MANAGEMENT LTD
       
  By: /s/ Chris Martin
    Name: Chris Martin
    Title:    Head of Compliance and Authorized Signatory
       
  /s/ Neil Woodford
  Neil Woodford

  

This Schedule 13G is being jointly filed by the Group. The Manager is an investment manager, authorized and regulated by the Financial Conduct Authority of the United Kingdom, in the business of investment management. Mr. Woodford serves as the Head of Investment for the Manager. Mr. Woodford, as a controlling person of the Manager, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by the Manager. Securities reported on this Schedule 13G as being beneficially owned by the Group were purchased on behalf of clients of the Manager.

 

Pursuant to Rule 13d-4, Mr. Woodford declares that the filing of this Schedule 13G shall not be deemed an admission by him that he is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13G.

 

 

 

 

 CUSIP NO. 65413A101 SCHEDULE 13G Page 8 of 8

 

EXHIBIT 1

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares (represented by ADS, each of which represents one Ordinary Share) of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

  

Dated: February 14, 2019

 

  WOODFORD INVESTMENT MANAGEMENT LTD
       
  By: /s/ Chris Martin
    Name: Chris Martin
    Title:    Head of Compliance and Authorized Signatory
   
 

/s/ Neil Woodford

  Neil Woodford

  

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

The Group filing this Schedule 13G is comprised of Woodford Investment Management Ltd and Neil Woodford, its Head of Investment.

 

Item 3 Classification:

 

Woodford Investment Management Ltd:  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

 

Neil Woodford: A control person in accordance with § 240.13d-1(b)(1)(ii)(G).