Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

The CUSIP number is for the American Depositary Shares that trade on the Nasdaq Global Select Market, each representing one Ordinary Share. No CUSIP number has been assigned to the Ordinary Shares.

  Name of Reporting Person:

  Novo Holdings A/S

Check the Appropriate Box if a Member of Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Citizenship or Place of Organization:

      Denmark

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power:

      2,361,229 (1)

  Shared Voting Power:

      0

  Sole Dispositive Power:

      2,361,229 (1)

  Shared Dispositive Power:

      0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

      2,361,229 (1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

      ☐

  Percent of Class Represented By Amount In Row (9):

      6.8% (2)

  Type of Reporting Person:

      CO

Consists of (a) 1,696,229 ordinary shares and (b) 665,000 American Depository Shares (ADSs), that each represent one ordinary share, held directly by Novo Holdings A/S.

Based upon 34,744,687 ordinary shares of the Issuer outstanding after the Issuers initial public offering (the IPO), which includes all outstanding ADSs on an as converted basis, assuming no exercise of the underwriters over-allotment option in connection with the IPO, as reported in the Issuers Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission (the SEC) on August 10, 2020.

Freeline Therapeutics Holdings plc

Stevenage Bioscience Catalyst

Gunnels Wood Road

Stevenage, Hertfordshire SG1 2FX

United Kingdom

Novo Holdings A/S, a Danish limited liability company, is wholly owned by Novo Nordisk Foundation (the Foundation), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is responsible for managing the Foundations assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S.

Tuborg Havnevej 19

2900 Hellerup, Denmark

Novo Holdings A/S: Denmark

Ordinary Shares

American Depositary Shares

35655L 107

Not applicable.

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Novo Holdings A/S, through its Board of Directors (the Novo Board), has the sole power to vote and dispose of the securities of the Issuer held by Novo Holdings A/S (the Novo Shares). The Novo Board may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares.

Based upon 34,744,687 ordinary shares of the Issuer outstanding after the Issuers IPO, which includes all outstanding ADSs on an as converted basis, assuming no exercise of the underwriters over-allotment option in connection with the IPO, as reported in the Issuers Prospectus filed pursuant to Rule 424(b)(4) with the SEC on August 10, 2020.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.

/s/ Peter Haahr