EXAI Exscientia PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 (Amendment No. 2) *

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)

☒

Rule 13d-1(d)

*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 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).

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1	NAMES OF REPORTING PERSONS
	Andrew Hopkins
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
			18,626,300 shares
		6	SHARED VOTING POWER
			498,600 shares
		7	SOLE DISPOSITIVE POWER
			18,626,300 shares
		8	SHARED DISPOSITIVE POWER
			498,600 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,124,900 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	15.56%1
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

	(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	☐	An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d‑1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with §240.13d‑1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	A non-U.S. institution, in accordance with §240.13d‑1(b)(1)(ii)(J);
	(k)	☐	Group, in accordance with §240.13d‑1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J), please specify the type of institution.

Not applicable.

 

(c)

Number of shares as to which such person has:

The Reporting Person may be deemed the beneficial owner of 19,124,900 Ordinary Shares, which consists of 16,526,300 Ordinary Shares held by the Reporting Person, 2,100,000 Ordinary Shares held in trust by the Nia Hopkins Charitable Trust (the “Trust”) and 498,600 held by Iva Hopkins Navratilova, the Reporting Person’s spouse. The Reporting Person is the sole trustee of the Trust and retains sole voting power over the shares held by the Trust.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Not applicable.

 

Not applicable.

 

Not applicable.

 

Not applicable.

 

Not Applicable.

 

SIGNATURE

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

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