13D Filing: OrbiMed Advisors and Adaptimmune Therapeutics PLC – ADR (ADAP)

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SCHEDULE 13D

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* This percentage is calculated based upon 562,142,638 of the Issuer’s ordinary shares outstanding (including any such ordinary shares represented by ADSs (defined below)), as set forth in the Issuer’s Quarterly Report on Form 10-K filed with the SEC (defined below) on March 15, 2018.

SCHEDULE 13D

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* This percentage is calculated based upon 562,142,638 of the Issuer’s ordinary shares outstanding (including any such ordinary shares represented by ADSs (defined below)), as set forth in the Issuer’s Quarterly Report on Form 10-K filed with the SEC (defined below) on March 15, 2018.

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s ordinary shares in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the ordinary shares or otherwise, they may acquire ordinary shares (including in the form of ADSs) or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the ordinary shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

Except as set forth in this Amendment No. 3, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)-(b)    As of the date of this filing, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the ordinary shares described in Item 6 below.  Based upon information contained in the Issuer’s Form 10-K filed with the SEC on March 15, 2018, such ordinary shares constitute approximately 5.44% of the issued and outstanding ordinary shares (including any ordinary shares represented by ADSs).  Advisors, pursuant to its authority as the sole managing member of GP V, the sole general partner of OPI V, may be deemed to indirectly beneficially own the ordinary shares held by OPI V.  GP V, pursuant to its authority as the general partner of OPI V, may be deemed to indirectly beneficially own the ordinary shares held by OPI V.  As a result, Advisors and GP V share the power to direct the vote and to direct the disposition of the ordinary shares held by OPI V.  Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the ordinary shares (including any such ordinary shares represented by ADSs) held by OPI V.

(c)

Seller	Date of Transaction	Transaction	Number of Shares		Price Per Share*
OPI V	March 27, 2018	Sold	1,016,084		$11.50
OPI V	March 29, 2018	Sold	31,983		$11.53

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Except as disclosed above, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.

(d)           Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

In addition to the relationships between the Reporting Persons described in Items 2 and 5 of the Statement, GP V is the sole general partner of OPI V, pursuant to the terms of the limited partnership agreement of OPI V.  Advisors is the sole managing member of GP V, pursuant to the terms of the limited liability company agreement of GP V.  Pursuant to these agreements and relationships, Advisors and GP V have discretionary investment management authority with respect to the assets of OPI V.  Such authority includes the power of GP V to vote and otherwise dispose of securities purchased by OPI V.  The number of ordinary shares attributable to OPI V is 30,607,860 (of which 5,199,558 are represented by 866,593 ADSs).  Advisors and GP V may each be considered to hold indirectly 30,607,860 ordinary shares.

Peter Thompson (“Thompson”), a Private Equity Partner of Advisors, has been a member of the Board of Directors of the Issuer since February 2015, and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer.  From time to time, Thompson may receive stock options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors.  Thompson is obligated to transfer any ordinary shares issued under any such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such Shares or economic benefits are provided to OPI V.

Registration Rights

OPI V and certain other stockholders of the Issuer entered into an investors’ rights agreement with Adaptimmune Limited, dated as of September 23, 2014.  This agreement was terminated on February 23, 2015 and replaced by a substantively similar agreement by and among Adaptimmune Therapeutics Limited and certain of its shareholders and Adaptimmune Limited dated February 23, 2015 (the “Investors’ Rights Agreement”).  Pursuant to the Investors’ Rights Agreement and subject to the terms and conditions therein, the parties agreed that:

Demand Registration Rights

At any time after the earlier of (i) September 23, 2017 or (ii) six months after the Issuer’s initial public offering offering, the holders of more than 50% of the registrable securities then outstanding have the right to demand that the Issuer use its best efforts to file a registration statement, provided that the anticipated aggregated offering price for such offering must exceed $10 million. The Issuer is only obligated to file up to two registration statements in connection with the exercise of demand registration rights.  In addition, the Issuer will not be required to effect a demand registration during the period that is 90 days before the Issuer’s good faith estimate of the date of filing of, and ending on a date that is 180 days after the effective date of, an Issuer-initiated registration of its securities, provided that the Issuer is actively employing in good faith commercially reasonable efforts to cause its registration statement to become effective.

F-3 Registration Rights

At any time after the Issuer becomes eligible to file a registration statement on Form F-3, any holder of registrable securities has the right to demand that the Issuer use its commercially reasonable efforts to file a registration statement on Form F-3 covering at least $5 million of registrable securities. The Issuer is not obligated to file more than two such registration statements in any 12-month period.  In addition, the Issuer will not be required to effect a registration on Form F-3 during the period that is 60 days before the Issuer’s good faith estimate of the date of filing of, and ending on a date that is 90 days after the effective date of, an Issuer-initiated registration of its securities, provided that the Issuer is actively employing in good faith commercially reasonable efforts to cause its registration statement to become effective.

Piggyback Registration Rights

The Investors’ Rights Agreement further provides that, if the Issuer proposes to register (other than in a shelf registration) any ordinary shares or ADSs representing such ordinary shares after the completion of the Issuer’s initial public offering, shareholders who have entered into the Investors’ Rights Agreement are entitled to notice of such registration and to include their registrable securities in that registration. The registration of such shareholders’ registrable securities pursuant to a company registration does not relieve the Issuer of the obligation to effect a demand registration. The managing underwriter has the right to limit the number of registrable securities included in a company registration if the managing underwriter believes it would interfere with the successful marketing of the ordinary shares or ADSs.  These rights do not apply with respect to a registration related to employee benefit plans, corporate reorganizations or certain other transactions described in Rule 145 under the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities, or a registration in which the only ordinary shares being registered are ordinary shares issuable upon conversion of debt securities that are also being registered.

Expenses of Registration

Subject to limited exceptions, the Issuer will pay the registration expenses of the holders of the shares registered pursuant to the demand and piggyback registration rights described above.

Indemnification

The Investors’ Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to the Issuer, and the selling stockholders are obligated to indemnify the Issuer for material misstatements or omissions attributable to them.

Termination of Registration Rights

OPI V’s demand and piggyback registration rights described above generally will terminate upon the earliest of: (i) the date five years following the Issuer’s initial public offering; (ii) a sale of the Issuer (as defined for purposes of the Investors’ Rights Agreement); or (iii) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of the ordinary shares of the Issuer (including in the form of ADSs) held by OPI V without limitation during a three-month period.

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investors’ Rights Agreement, a copy of which is included in this Statement as Exhibit 2 and incorporated herein by reference.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7.

Materials to Be Filed as Exhibits

SIGNATURE

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

Dated:  March 29, 2018

Schedule I

The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.  Unless otherwise noted, each of these persons are United States citizens and have as their business address 601 Lexington Avenue, 54th Floor, New York, NY 10022.

Schedule II

The business and operations of OrbiMed Capital GP V LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I attached hereto.

EXHIBIT INDEX

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