Curnutte John T. - 24 Jan 2024 Form 4 Insider Report for Orchard Therapeutics plc

Role
Director
Signature
/s/ Frank Thomas, as Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
24 Jan 2024
Net transactions value
$0
Form type
4
Filing time
24 Jan 2024, 17:16:03 UTC
Previous filing
16 Jun 2023
Next filing
17 Jun 2024
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -46,000 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 46,000 $0.4750 Direct F1, F2, F3
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -105,000 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 105,000 $0.4950 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Curnutte John T. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On January 24, 2024, Kyowa Kirin Co., Ltd., a Japanese joint stock company ("KKC") acquired all outstanding ordinary shares, nominal value GBP 0.10 per share (the "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 transaction is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 16, 2023.
F2 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 ($1.60 per share) over the per share exercise price of such options, and (ii) 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 The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents ten Ordinary Shares.