SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

Autolus Therapeutics plc

(Name of Issuer)
 

Ordinary shares, nominal value $0.000042 per share

(Title of Class of Securities)
 

05280R100**

(CUSIP Number)
 

March 9, 2023

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

** The Ordinary Shares have no CUSIP number. The CUSIP number for the Company's American Depositary Shares, each representing one Ordinary Share, is 05280R100.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 05280R10013GPage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Tetragon Financial Group Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 05280R10013GPage 3 of 9 Pages

 

 

 

1

NAME OF REPORTING PERSON

Tetragon Financial Management L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

12

TYPE OF REPORTING PERSON

IA

         

 

CUSIP No. 05280R10013GPage 4 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Patrick G. G. Dear

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 05280R10013GPage 5 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Reade E. Griffith

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,461,883 Ordinary Shares (represented by 9,461,883 ADSs)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 05280R10013GPage 6 of 9 Pages

 

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Autolus Therapeutics plc (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at The Mediaworks, 191 Wood Lane, London W12 7FP United Kingdom.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:

 

  (i)

Tetragon Financial Group Limited (“Tetragon”), a Guernsey company, with respect to the Shares (as defined in Item 2(d)) represented by American Depositary Shares ("ADSs") directly and beneficially owned by it;

 

  (ii)

Tetragon Financial Management L.P. (“Tetragon Manager”), a Delaware limited partnership, as the investment manager of Tetragon, with respect to the Shares represented by ADSs directly and beneficially owned by Tetragon;

 

  (iii)

Patrick G. G. Dear ("Mr. Dear"), as principal to Tetragon Manager, with respect to the Shares represented by ADSs directly and beneficially owned by Tetragon; and

 

  (iv) Reade E. Griffith ("Mr. Griffith"), as principal to Tetragon Manager, with respect to the Shares represented by ADSs directly and beneficially owned by Tetragon.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares represented by ADSs reported herein.  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the principal office of each of Tetragon, Mr. Dear and Mr. Griffith is c/o TFG Asset Management UK LLP, 4 Sloane Terrace, London SW1X 9DQ, United Kingdom. The address of the principal office of Tetragon Manager is 399 Park Avenue, 22nd Floor, New York, New York 10022.

 

Item 2(c). CITIZENSHIP:
   
  Tetragon is a company organized under the laws of Guernsey. Tetragon Manager is a Delaware limited partnership.  Messrs. Dear and Griffith are citizens of the United Kingdom.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Ordinary shares, nominal value $0.000042 per share (the "Shares").

 

CUSIP No. 05280R10013GPage 7 of 9 Pages

 

 

Item 2(e). CUSIP NUMBER
   
  The Ordinary Shares have no CUSIP number. The CUSIP number for the Company's American Depositary Shares, each representing one Ordinary Share, is 05280R100.

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _____________________________

 

Item 4. OWNERSHIP
   
  The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
   
  The percentages used in this Schedule 13G are calculated based upon 173,074,510 Shares outstanding as of December 31, 2022, as reported in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission on March 7, 2023.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

CUSIP No. 05280R10013GPage 8 of 9 Pages

 

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION
   
  By signing below each of the undersigned certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 05280R10013GPage 9 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DATE: March 20, 2023

 

TETRAGON FINANCIAL GROUP LIMITED
     
     
By: /s/ Reade E. Griffith  
Name: Reade E. Griffith  
Title: Authorized Signatory  
     
     
TETRAGON FINANCIAL MANAGEMENT L.P.
     
     
By: /s/ Reade E. Griffith  
Name: Reade E. Griffith  
Title: Authorized Signatory  
     
     
/s/ Patrick G.G. Dear  
PATRICK G.G. DEAR  
     
     
/s/ Reade E. Griffith  
READE E. GRIFFITH  

 

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