FRANK E. THOMAS - 24 Jan 2024 Form 4 Insider Report for Orchard Therapeutics plc

Role
Title: President & Chief Operating Officer
Signature
/s/ Frank Thomas
Issuer symbol
N/A
Transactions as of
24 Jan 2024
Net transactions value
$0
Form type
4
Filing time
24 Jan 2024, 17:27:31 UTC
Previous filing
10 Oct 2023
Next filing
15 Feb 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ORTX Ordinary Shares Disposed to Issuer -92,081 -100% 0 24 Jan 2024 Direct F1, F2, F3

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 -99,980 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 99,980 $0.5800 Direct F1, F2, F3, F4
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -199,990 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 199,990 $0.5800 Direct F1, F2, F3, F4
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -149,990 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 149,990 $0.5800 Direct F1, F2, F3, F4
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -309,990 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 309,990 $0.5800 Direct F1, F2, F3, F4
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -27,730 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 27,730 $0.5800 Direct F1, F2, F3, F4
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -335,000 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 335,000 $0.4590 Direct F1, F2, F3, F4
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -457,800 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 457,800 $0.5800 Direct F1, F2, F3, F4
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -75,000 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 75,000 $0.5800 Direct F1, F2, F3, F4
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -405,590 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 405,590 $0.4640 Direct F1, F2, F3, F4
transaction ORTX Stock Option (Right to Buy) Disposed to Issuer $0 -179,390 -100% $0.000000* 0 24 Jan 2024 Ordinary Shares 179,390 $0.5800 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

FRANK E. THOMAS is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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.
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.
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.
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.

Remarks:

Title: President & Chief Operating Officer