General Atlantic Amends Immunocore Stake Filing
Ticker: IMCR · Form: SC 13D/A · Filed: Mar 7, 2024 · CIK: 1671927
| Field | Detail |
|---|---|
| Company | Immunocore Holdings PLC (IMCR) |
| Form Type | SC 13D/A |
| Filed Date | Mar 7, 2024 |
| Risk Level | medium |
| Pages | 15 |
| Reading Time | 19 min |
| Key Dollar Amounts | $67.91 M, $65.33 M, $65.85 M, $64.39 M, $63.80 |
| Sentiment | neutral |
Sentiment: neutral
Topics: ownership-change, sec-filing, investment-firm
Related Tickers: IMCR
TL;DR
GA updated their Immunocore filing, still holding a big chunk.
AI Summary
General Atlantic, L.P. and its affiliates have filed an amendment to their Schedule 13D, reporting a change in beneficial ownership of Immunocore Holdings plc as of March 7, 2024. The filing details the group's holdings and their intention to potentially engage with the company's management.
Why It Matters
This filing indicates a significant investor's ongoing interest and potential influence in Immunocore Holdings plc, which could impact the company's strategic direction.
Risk Assessment
Risk Level: medium — Schedule 13D filings can signal activist intentions or significant shifts in major shareholder positions, warranting close monitoring.
Key Players & Entities
- General Atlantic, L.P. (company) — Filing entity
- Immunocore Holdings plc (company) — Subject company
- 0000950142-24-000652 (filing_id) — SEC Accession Number
FAQ
What is the primary purpose of this SC 13D/A filing?
The filing is an amendment to a Schedule 13D, indicating a change in beneficial ownership or other material information regarding Immunocore Holdings plc by General Atlantic, L.P. and its affiliates.
Who are the main entities involved in this filing?
The main entities are General Atlantic, L.P. (and its various group members) as the filer, and Immunocore Holdings plc as the subject company.
What is the date of the filing?
The filing was made on March 7, 2024.
What is the business address of Immunocore Holdings plc?
The business address of Immunocore Holdings plc is 90 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY.
What is the business address of General Atlantic, L.P.?
The business address of General Atlantic, L.P. is 55 East 52nd Street, 33rd Floor, New York, NY 10055.
Filing Stats: 4,648 words · 19 min read · ~15 pages · Grade level 10.8 · Accepted 2024-03-07 21:45:57
Key Financial Figures
- $67.91 M — ice per ADS 1 March 1, 2024 250,000 $67.91 March 4, 2024 100,000 $65.33 March 5,
- $65.33 M — 0,000 $67.91 March 4, 2024 100,000 $65.33 March 5, 2024 250,000 $65.85 March 6,
- $65.85 M — 0,000 $65.33 March 5, 2024 250,000 $65.85 March 6, 2024 242,512 $64.39 March 7,
- $64.39 M — 0,000 $65.85 March 6, 2024 242,512 $64.39 March 7, 2024 16,323 $63.80 (d) No pe
- $63.80 — 42,512 $64.39 March 7, 2024 16,323 $63.80 (d) No person other than the persons
Filing Documents
- eh240456101_13da6-imcr.htm (SC 13D/A) — 257KB
- 0000950142-24-000652.txt ( ) — 260KB
Security and Issuer
Item 1. Security and Issuer. This Amendment No. 6 to Schedule 13D (the “ Statement ”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on July 20, 2022, as amended by Amendment No. 1 dated December 20, 2022, Amendment No. 2 dated January 3, 2023, Amendment No. 3 dated January 17, 2023, Amendment No. 4 dated June 15, 2023 and Amendment No. 5 dated September 18, 2023 with respect to the ordinary shares, nominal value £0.002 (the “ ordinary shares ”) of Immunocore Holdings plc, a company incorporated in England and Wales (the “ Company ”), whose principal executive offices are located at 92 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY, United Kingdom. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged. The Company’s American Depositary Shares (the “ ADSs ”), evidenced by American Depositary Receipts, each representing one ordinary share, are listed on the Nasdaq Global Select Market under the symbol “IMCR”.
Identity and Background
Item 2. Identity and Background.
is hereby amended and restated as follows
Item 2 is hereby amended and restated as follows: (a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are: (i) General Atlantic, L.P., a Delaware limited partnership (“ GA LP ”); (ii) GAP (Bermuda) L.P., a Bermuda exempted limited partnership (“ GAP Bermuda LP ”); (iii) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“ GenPar Bermuda ”); (iv) General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership (“ GAP Bermuda IV ”); (v) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (“ GAP Bermuda EU ”); (vi) GA IMC Holding, Ltd., a Bermuda limited company (“ GA IMC Holding ”); (vii) General Atlantic (Lux) S.à.r.l., a Luxembourg private limited liability company (“ GA Lux ”); (viii) (ix) (x) (xi) GAP Coinvestments III, LLC, a Delaware limited liability corporation (“ GAPCO III ”); GAP Coinvestments IV, LLC, a Delaware limited liability corporation (“ GAPCO IV ”); GAP Coinvestments V, LLC, a Delaware limited liability corporation (“ GAPCO V ”); GAP Coinvestments CDA, L.P., a Delaware limited partnership (“ GAPCO CDA ”); (xii) General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership (“ GA GenPar Lux ”); (xiii) (xiv) General Atlantic Partners (Lux), SCSp, a Luxembourg special limited partnership (“ GAP Lux ”); and GA IMC Holding, L.P., a Bermuda limited partnership (“ GA IMC ”). CUSIP No. 45258D105 SCHEDULE 13D Page 17 of 23 Each of the foregoing is referred to as a Reporting Person and collectively as the “ Reporting Persons .” GAP Bermuda IV, GAP Bermuda EU and GAP Lux are collectively referred to as t
Source and Amount of Funds or Other Consideration
Item 3. Source and Amount of Funds or Other Consideration. No material change.
Purpose of Transaction
Item 4. Purpose of Transaction. No material change.
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer.
is hereby amended and restated as follows
Item 5 is hereby amended and restated as follows: (a) The percentages used herein are calculated based upon on an aggregate of 49,820,613 ordinary shares (including ordinary shares in the form of ADSs) reported by the Company to be outstanding as of January 31, 2024 as reflected in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 28, 2024. By virtue of the fact that (i) the GA Funds and the Sponsor Coinvestment Funds contributed the capital to fund the previously disclosed PIPE investment, and share beneficial ownership of the ADSs, ordinary shares and non-voting ordinary shares reported herein, (ii) GA IMC Holding is the general partner of GA IMC, (iii) GAP Bermuda is the general partner of GA GenPar Bermuda, and GenPar Bermuda is the general partner of GAP Bermuda EU, and is the sole shareholder of GA Sarl, (iv) GA Sarl is the general partner of GA GenPar Lux and GA GenPar Lux is the general partner of GAP Lux, and (v) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the “ AIFM ”) as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and distribution agreement with the AIFM and General Atlantic Service Company, L.P. (“ GASC ”) in order to appoint GASC to act as the portfolio manager of GAP Lux (vi) GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and the sole member of GA IMC Holding, and (viii) the members of the Management Committee control the investment decisions of GA LP, GAP Bermuda and, with respect to GAP Lux, CUSIP No. 45258D105 SCHEDULE 13D Page 18 of 23 GASC, the Repo
Contracts, Arrangements, Understandings or Relationships
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
is hereby supplemented as follows
Item 6 is hereby supplemented as follows: The 10b5-1 Plan terminated in accordance with its terms on November 10, 2023. 1 Reflects the average price of ADSs sold on such trade date in the open market. CUSIP No. 45258D105 SCHEDULE 13D Page 19 of 23
Materials to be Filed as Exhibits
Item 7. Materials to be Filed as Exhibits. Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed). Exhibit 2: Securities Purchase Agreement by and among the Company, Baker Brothers Life Sciences L.P., 667, L.P. and GA IMC, dated July 15, 2022 (previously filed). Exhibit 3: Registration Rights Agreement by and among the Company, 667, L.P., Baker Brothers Life Sciences, L.P., GA IMC, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., RTW Venture Fund Limited, Rock Springs Capital Master Fund LP, and Four Pines Master Fund LP, dated July 15, 2022 (previously filed). Exhibit 4: Shareholders’ Agreement relating to Immunocore Holdings Limited by and among the Series C Investors, the Series B Investors, the Series A Investors and the Qualifying Ordinary Shareholders and Immunocore Holdings Limited, dated January 22, 2021 (previously filed). CUSIP No. 45258D105 SCHEDULE 13D Page 20 of 23
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of March 7, 2024 GENERAL ATLANTIC, L.P. By: /s/ Michael Gosk Name: Michael Gosk Title: Managing Director GAP (BERMUDA) L.P. By: GAP (BERMUDA) GP LIMITED, its general partner By: /s/ Michael Gosk Name: Michael Gosk Title: Managing Director GENERAL ATLANTIC GENPAR (BERMUDA), L.P. By: GAP (BERMUDA) L.P., its general partner By: GAP (BERMUDA) GP LIMITED, its general partner By: /s/ Michael Gosk Name: Michael Gosk Title: Managing Director CUSIP No. 45258D105 SCHEDULE 13D Page 21 of 23 GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. By: GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner By: GAP (BERMUDA), L.P., its general partner By: GAP (BERMUDA) GP LIMITED, its general partner By: /s/ Michael Gosk Name: Michael Gosk Title: Managing Director GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. By: GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner By: GAP (BERMUDA), L.P., its general partner By: GAP (BERMUDA) GP LIMITED, its general partner By: /s/ Michael Gosk Name: Michael Gosk Title: Managing Director GA IMC HOLDING, LTD. By: GAP (BERMUDA) L.P., its managing member By: GAP (BERMUDA) GP LIMITED, its general partner By: /s/ Michael Gosk Name: Michael Gosk Title: Managing Director GENERAL ATLANTIC (LUX) S.À.R.L. By: /s/ Ingrid van der Hoorn Name: Ingrid van der Hoorn Title: Manager A By: /s/ W.A. Blackwell Name: W.A. Blackwell Title: Manager B CUSIP No. 45258D105 SCHEDULE 13D Page 22 of 23 GAP COINVESTMENTS III, LLC By: GENERAL ATLANTIC, L.P., its managing member By: /s/ Michael Gosk Name: Michael Gosk Title: Managing Director GAP COINVESTMENTS IV, LLC By: GENERAL ATLANTIC, L.P., its managing member By: /s/ Michael Gosk Name: M