UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Immunocore Holdings plc
(Name of Issuer)
Ordinary Shares, nominal value £0.002 per share
(Title of Class of Securities)
54258D105**
(CUSIP Number)
December 31, 2021
(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(c)
☒ 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 disclosures provided in a prior cover page. |
The information required on 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).
| ** | This CUSIP number applies to the Issuer’s American Depositary Shares (“ADSs”). Each one ADS represents one Ordinary Share. No CUSIP has been assigned to the Ordinary Shares |
| 1. |
Names of Reporting Persons
Eli Lilly S.A. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Switzerland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,548,145(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,548,145(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,548,145(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.8%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | As described in Items 5-9 above, Eli Lilly S.A. (“Lilly S.A.”) directly holds 2,548,145 shares of the Issuer’s Common Stock. Eli Lilly and Company (“Eli Lilly”) has voting and dispositive power over the shares held by Lilly S.A. As such, each of the Reporting Persons share voting and dispositive power with respect to the shares held by Lilly S.A. |
| (2) | This percentage is calculated based upon 43,841,931 outstanding shares of Common Stock of the Issuer, as set forth in Exhibit 99.1 to the Issuer’s Form 6-K, filed on November 10, 2021. |
| 1. |
Names of Reporting Persons
Eli Lilly and Company | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Indiana | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,548,145(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,548,145(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,548,145(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.8%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | As described in Items 5-9 above, Lilly S.A. directly holds 2,548,145 shares of the Issuer’s Common Stock. Eli Lilly has voting and dispositive power over the shares held by Lilly S.A. As such, each of the Reporting Persons share voting and dispositive power with respect to the shares held by Lilly S.A. |
| (2) | This percentage is calculated based upon 43,841,931 outstanding shares of Common Stock of the Issuer, as set forth in Exhibit 99.1 to the Issuer’s Form 6-K, filed on November 10, 2021. |
| Item 1. | Name of Issuer |
| (a) | Name of Issuer: |
Immunocore Holdings plc
| (b) | Address of Issuer’s Principal Executive Offices: |
92 Park Drive
Milton Park
Abingdon, Oxfordshire OX14 4RY
United Kingdom
| Item 2. | Name of Person Filing |
| (a) | Name: |
Eli Lilly S.A.
Eli Lilly and Company
| (b) | Address of Principal Business Office: |
c/o Lilly Corporate Center
Indianapolis, Indiana 46285
| (c) | Citizenship: |
Eli Lilly S.A. Switzerland société anonyme
Eli Lilly and Company Indiana corporation
| (d) | Title of Class of Securities: |
Ordinary Shares, nominal value £0.002 per share
| (e) | CUSIP Number: |
54258D105
| Item 3. | If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
All ownership information is as of December 31, 2021.
| (a) | Amount Beneficially Owned: See Item 9 of Cover Sheet. |
| (b) | Percent of Class: See Item 11 of Cover Sheet. |
| (c) | Number of shares as to which the person has: |
| (i) | sole power to vote or to direct the vote: See Item 5 of Cover Sheet. |
| (ii) | shared power to vote or to direct the vote: See Item 6 of Cover Sheet. |
| (iii) | sole power to dispose or to direct the disposition of: See Item 7 of Cover Sheet. |
| (iv) | shared power to dispose or to direct the disposition of: See Item 8 of Cover Sheet. |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| 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 |
Not Applicable.
| Item 8. | Identification and Classification of Member of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
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: February 10, 2022 | ELI LILLY S.A. | |||||
| By: | * | |||||
| Authorized Signatory | ||||||
| ELI LILLY AND COMPANY | ||||||
| By: | ** | |||||
| Authorized Signatory | ||||||
| /s/ Christopher Anderson | ||
| *By: | Christopher Anderson | |
| Attorney-in-Fact |
This Schedule 13G was executed pursuant to a Power of Attorney for Eli Lilly S.A. filed on the date hereof with the Securities and Exchange Commission and attached as an exhibit hereto.
| /s/ Christopher Anderson | ||
| **By: | Christopher Anderson | |
| Attorney-in-Fact |
This Schedule 13G was executed pursuant to a Power of Attorney for Eli Lilly and Company filed on the date hereof with the Securities and Exchange Commission and attached as an exhibit hereto.
Exhibit 99.1
Joint Filing Agreement
IN ACCORDANCE WITH Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, nominal value £0.002 per share, of Immunocore Holdings plc, an English public limited company, and that this Joint Filing Agreement be included as an exhibit to such joint filing.
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of this 10th day of February 2022.
| ELI LILLY S.A. | ||
| By: | * | |
| Authorized Signatory | ||
| ELI LILLY AND COMPANY | ||
| By: | ** | |
| Authorized Signatory | ||
| /s/ Christopher Anderson | ||
| *By: | Christopher Anderson | |
| Attorney-in-Fact |
This Schedule 13G was executed pursuant to a Power of Attorney for Eli Lilly S.A. filed on the date hereof with the Securities and Exchange Commission and attached as an exhibit hereto.
| /s/ Christopher Anderson | ||
| **By: | Christopher Anderson | |
| Attorney-in-Fact |
This Schedule 13G was executed pursuant to a Power of Attorney for Eli Lilly and Company filed on the date hereof with the Securities and Exchange Commission and attached as an exhibit hereto.
Exhibit 99.2
Power of Attorney
The undersigned, ELI LILLY S.A., a Swiss société anonyme (the “Company”), does hereby make, constitute and appoint each of Anat Hakim, Christopher Anderson and Jonathan Groff acting severally, as its true and lawful attorneys-in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to each such attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person’s execution, delivery, furnishing or filing of the applicable document.
This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Company, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 10th day of February, 2022.
| Eli Lilly S.A. | ||
| By: | /s/ Philip L. Johnson | |
| Name: | Philip L. Johnson | |
| Title: | Vice President | |
Exhibit 99.3
Power of Attorney
The undersigned, ELI LILLY AND COMPANY, a corporation duly organized under the laws of the State of Indiana, United States (the “Company”), does hereby make, constitute and appoint each of Anat Hakim, Christopher Anderson and Jonathan Groff acting severally, as its true and lawful attorneys-in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to each such attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person’s execution, delivery, furnishing or filing of the applicable document.
This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Company, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 10th day of February, 2022.
| Eli Lilly and Company | ||
| By: | /s/ Anat Ashkenazi | |
| Name: | Anat Ashkenazi | |
| Title: | Senior Vice President | |
| and Chief Financial Officer | ||