Frank E. Thomas - 24 Jan 2024 Form 4 Insider Report for Orchard Therapeutics plc

Footnote F1

The ordinary shares, nominal value GBP per share (the "Ordinary Shares") may be represented by American Depositary Shares ("ADSs"), each of which currently represents ten Ordinary Shares.

Footnote 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.

Footnote 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.

Footnote F4

Pursuant to the Transaction Agreement dated as of October 5, 2023 by and between KKC and the Company, the vested portions of 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. In addition, the unvested portions of these options were converted into a transition award (each, a "Transition Award") representing the right to receive (i) an amount in in cash equal to the excess of the Cash Consideration over the per share exercise price of such options and (ii) one CVR. Consideration under the Transition Awards shall vest and be paid pursuant to the vesting terms of the original award agreement, subject to the holder's continued service with KKC and its subsidiaries through each applicable vesting date; provided, however that any portion of such Transition Award that remains unvested as of December 31, 2024 will vest in full on such date.