James A. Geraghty - 24 Jan 2024 Form 4 Insider Report for Orchard Therapeutics plc

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
24 Jan 2024, 17:29:38 UTC
Prior SEC filing
29 Jun 2023
Next SEC filing
07 Jun 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Frank Thomas, Attorney-in-Fact

Key filing fact

James A. Geraghty filed Form 4 for Orchard Therapeutics plc on 24 Jan 2024.

Key facts

  • This page summarizes James A. Geraghty's Form 4 filing for Orchard Therapeutics plc.
  • 3 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 24 Jan 2024, 17:29.

Change

  • Previous filing in this sequence was filed on 29 Jun 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ORTX transaction

Ordinary Shares

Disposed to Issuer

Transaction value
Shares
-44,391
Change %
-100%
Price
Shares after
0
Date
24 Jan 2024
Ownership
Direct
Footnotes
F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ORTX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-46,000
Change %
-100%
Price
$0.000000*
Shares after
0
Date
24 Jan 2024
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
46,000
Exercise price
$0.4750
Footnotes
F1, F2, F3, F4
ORTX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-105,000
Change %
-100%
Price
$0.000000*
Shares after
0
Date
24 Jan 2024
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
105,000
Exercise price
$0.4950
Footnotes
F1, F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

James A. Geraghty is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

The ordinary shares, nominal value GBP 0.10 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, 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.

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