Baker Bros. Advisors Lp - May 28, 2024 Form 3 Insider Report for Immunocore Holdings plc (IMCR)

Role
Director
Signature
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Stock symbol
IMCR
Transactions as of
May 28, 2024
Transactions value $
$0
Form type
3
Date filed
5/29/2024, 04:43 PM
Previous filing
May 9, 2024
Next filing
May 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding IMCR American Depositary Shares 110K May 28, 2024 See Footnotes F1, F2, F3, F4
holding IMCR American Depositary Shares 1.41M May 28, 2024 See Footnotes F1, F3, F4, F5

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
holding IMCR Non-Voting Ordinary Shares May 28, 2024 Ordinary Shares 60.1K See Footnotes F2, F3, F4, F6, F7
holding IMCR Non-Voting Ordinary Shares May 28, 2024 Ordinary Shares 674K See Footnotes F3, F4, F5, F6, F7
holding IMCR 2.5% Convertible Senior Notes due 2030 May 28, 2024 American Depositary Shares 135K See Footnotes F1, F2, F3, F4, F8, F9
holding IMCR 2.5% Convertible Senior Notes due 2030 May 28, 2024 American Depositary Shares 1.45M See Footnotes F1, F3, F4, F5, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 American Depositary Shares ("ADS") of Immunocore Holdings plc (the "Issuer"), each representing one Ordinary Share ("Ordinary Shares") of the Issuer.
F2 As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 2 of Table I and in Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
F3 Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.
F4 Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
F5 As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 2 of Table I and in Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
F6 These securities consist of non-voting ordinary shares of the Issuer ("Non-Voting Ordinary Shares") convertible at any time at the option of the holder on a 1-for-1 basis without consideration into Ordinary Shares to the extent that immediately prior to or after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended (the "Exchange Act"), no more than 3.08% of the outstanding Ordinary Shares (the "Beneficial Ownership Limitation") following such conversion. The Non-Voting Ordinary Shares have no expiration date.
F7 By written notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.9%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.
F8 These securities consist of 2.5% Convertible Senior Notes due 2030 of the Issuer ("2.5% Convertible Notes") that accrue interest at a rate of 2.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024 and mature on February 1, 2030. The 2.5% Convertible Notes are convertible at any time at a conversion rate of 10.5601 ADS for each $1,000 of principal amount of the 2.5% Convertible Note without payment or further consideration, subject to a 4.99% beneficial ownership limitation described below. The 2.5% Convertible Notes are only convertible to the extent that as a result of such conversion the holders thereof together with their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, (continued in Note 9)
F9 for purposes of Rule 13d-3 under the Exchange Act, no more than 4.99% of the outstanding Ordinary Shares after conversion (the "2.5% Convertible Notes Beneficial Ownership Limitation"). By written notice to the Issuer, the Funds may from time to time increase or decrease the 2.5% Convertible Notes Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

Remarks:

Ranjeev Krishana, a full-time employee of Baker Bros. Advisors LP, was appointed as director of Immunocore Holdings plc (the "Issuer") on May 28, 2024. By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.