Page 9 of 11 – SEC Filing
| ITEM 5. | Interest in Securities of the Issuer. |
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Amendment No. 3 are incorporated herein by reference.
The information set forth in Item 4 is hereby incorporated by
reference into this Item 5.
Set
forth below is the aggregate number of Ordinary Shares of the Issuer directly held and owned through ADS directly held by the Funds
and the percentage of the Issuer’s outstanding Ordinary Shares such holdings represent. Each ADS represents 13 Ordinary
Shares of the Issuer. The information set forth below is based upon 686,307,080 Ordinary Shares that will be outstanding following
the offering plus 6,435,650 Ordinary Shares issued in the form of ADS pursuant to an option granted to the underwriters
as reported in the Issuer’s Prospectus filed with the SEC on January 18,
2018. Such percentage figures are calculated in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
| Name | Number of Ordinary Shares we own or have the right to acquire within 60 days | Percent of Class Outstanding | ||||||
| 667, L.P. | 15,737,460 | 2.3 | % | |||||
| Baker Brothers Life Sciences, L.P. | 139,740,274 | 20.1 | % | |||||
| Total | 155,477,734 | 22.4 | % | |||||
Michael Goller and Ranjeev Krishana, employees of the Adviser,
have served on the Board of Directors of the Issuer (the “Board”) since April 21, 2015 and October 7, 2014, respectively.
Prior to serving on the Board, Michael Goller was a Board observer. Michael Goller and Ranjeev Krishana currently serve on the
Board as representatives of the Funds. Michael Goller and Ranjeev Krishana each hold 199,992 options to purchase ordinary shares
of the Issuer (“Stock Options”) received in connection with their service on the Board. These Stock Options vest in
3 equal annual installments beginning on April 19, 2017 (“Grant Date”) and shall become exercisable in full on the
date of the third annual meeting of shareholders following the Grant Date. The policy of the Funds and the Adviser does not permit
principals or employees of the Adviser to receive compensation for serving as directors of the Issuer, and the Funds are instead
entitled to the pecuniary interest in any compensation received for their service.
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 3 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose, except to the extent that any such Reporting
Persons actually exercises voting or dispositive power with respect to such securities.
(c) The information set forth in Item 4 is hereby incorporated
by reference into this Item 5(c). Except as disclosed herein, none of the Reporting Persons or their affiliates has effected any
other transactions in securities of the Issuer during the past 60 days.
