4//SEC Filing
Rowland Charles A Jr 4
Accession 0000950170-24-007074
CIK 0001748907other
Filed
Jan 23, 7:00 PM ET
Accepted
Jan 24, 5:25 PM ET
Size
11.1 KB
Accession
0000950170-24-007074
Insider Transaction Report
Form 4
Rowland Charles A Jr
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2024-01-24−46,000→ 0 totalExercise: $0.47Exp: 2032-06-06→ Ordinary Shares (46,000 underlying) - Disposition to Issuer
Ordinary Shares
2024-01-24−12,294→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2024-01-24−105,000→ 0 totalExercise: $0.49Exp: 2033-06-13→ Ordinary Shares (105,000 underlying)
Footnotes (4)
- [F1]The ordinary shares, nominal value GBP 0.10 per share (the "Ordinary Shares") may be represented by American Depositary Shares ("ADSs"), each of which currently represents ten Ordinary Shares.
- [F2]On January 24, 2024, Kyowa Kirin Co., Ltd., a Japanese joint stock company ("KKC") acquired all outstanding Ordinary Shares of Orchard Therapeutics plc, a public limited company incorporated in England and Wales (the "Company"), by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement"). At the effective time of the Scheme of Arrangement, each outstanding Ordinary Share of the Company was exchanged for an amount equal to (a) $1.60 in cash, without interest (the "Cash Consideration"), and (b) one contractual contingent value right (each, a "CVR"), each representing the right to receive a contingent payment of $0.10 in cash, without interest, if a certain milestone is achieved, pursuant to the Contingent Value Rights Agreement between KKC and a rights agent mutually agreeable to the Company and KKC.
- [F3](continued) In addition, each ADS of the Company was exchanged for an amount equal to (a) $16.00 in cash (less certain Orchard ADS Fees pursuant to the terms of the deposit agreement, dated as of November 2, 2018, as amended, by and among the Company, Citibank, N.A., as depositary, and all holders and beneficial owners of Orchard ADSs issued thereunder), and (b) 10 CVRs. The transaction is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 16, 2023.
- [F4]Pursuant to the Transaction Agreement dated as of October 5, 2023 by and between KKC and the Company, these options were cancelled in exchange for (i) an amount in cash equal to the excess of the Cash Consideration over the per share exercise price of such options and (ii) one CVR.
Documents
Issuer
Orchard Therapeutics plc
CIK 0001748907
Entity typeother
Related Parties
1- filerCIK 0001383292
Filing Metadata
- Form type
- 4
- Filed
- Jan 23, 7:00 PM ET
- Accepted
- Jan 24, 5:25 PM ET
- Size
- 11.1 KB