UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Silence Therapeutics plc
(Name of Issuer)
Ordinary Shares, nominal value £0.05 per share
(Title of Class of Securities)
G8128Y157
(CUSIP Number)
Richard Griffiths
Floor 1 Liberation Station
Esplanade, St Helier, Jersey, JE2 3AS
Tel: +44 1534 719761
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 14, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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).
SCHEDULE 13D
CUSIP No. G8128Y157 |
| Page 2 of NUMPAGES \* MERGEFORMAT 4 |
(1) | Names of reporting persons Richard Ian Griffiths | ||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | ||
(3) | SEC use only | ||
(4) | Source of funds (see instructions) PF | ||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | ||
(6) | Citizenship or place of organization Jersey, Channel Islands | ||
Number of | (7) | Sole voting power 28,722,255* | |
shares beneficially owned by | (8) | Shared voting power 0 | |
each reporting person | (9) | Sole dispositive power 28,722,255* | |
with: | (10) | Shared dispositive power 0 | |
(11) | Aggregate amount beneficially owned by each reporting person 28,722,255* | ||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| ||
(13) | Percent of class represented by amount in Row (11) 26.58%** | ||
(14) | Type of reporting person (see instructions) IN | ||
* Mr. Griffiths beneficially owns an aggregate of 28,722,255 ordinary shares, nominal value £0.05 per share (the “Shares”), of Silence Therapeutics plc (the “Company”), consisting of 9,574,085 American Depositary Shares (“ADSs”), each of which represents, and at the holder’s option is convertible into, three Shares. Mr. Griffiths holds certain ADSs through the following entities of which he is a director and the controlling shareholder: (i) 3,641,323 ADSs held through Ora Capital Limited; (ii) 620,238 ADSs held through Sarossa Plc; (iii) 5,207,721 ADSs held personally; and (iv) 104,803 ADSs held through Cream Capital Limited.
** The aggregate percentage of Shares reported owned by Mr. Griffiths is based upon 108,052,665 Shares issued and outstanding, based on the Shares outstanding as at March 31, 2023.
Explanatory Note
This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed by Richard Ian Griffiths (the “Reporting Person”) on June 15, 2022, as amended by Amendment No. 1 on July 20, 2022 (“Amendment No. 1”), and further amended by Amendment No. 2 on October 20, 2022 (“Amendment No. 2”), and is being filed to reflect a change in ownership resulting from additional transactions to the date of this Amendment. Except as specifically amended and supplemented by this Amendment, all previous Items are unchanged. Capitalized terms used but not defined in this Amendment have the meanings given to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented as follows:
A total of approximately $6.23 million was paid to acquire Shares between the date of Amendment No. 2 and the date of this Amendment.
Item 5. Interest in Securities of the Company
Item 5 is hereby amended and supplemented as follows:
(a)-(b). Rows (7) through (13) of the cover page of this Schedule 13D are hereby incorporated by reference.
(c). During the past sixty days prior to the date of this Amendment, the Reporting Person effected the following transactions on the open market:
Date | Transaction | Entity | Shares | Price |
13/06/23 | Sale | Blake Holdings Limited | (50,000) | $ 5.90 |
28/07/23 | Purchase | Richard Griffiths | 20,000 | $ 5.51 |
31/07/23 | Purchase | Richard Griffiths | 20,000 | $ 5.79 |
01/08/23 | Purchase | Richard Griffiths | 20,000 | $ 5.60 |
02/08/23 | Purchase | Richard Griffiths | 20,000 | $ 5.19 |
03/08/23 | Purchase | Richard Griffiths | 20,000 | $ 6.24 |
04/08/23 | Purchase | Richard Griffiths | 20,000 | $ 6.07 |
07/08/23 | Purchase | Richard Griffiths | 13,964 | $ 5.63 |
08/08/23 | Purchase | Richard Griffiths | 13,000 | $ 5.70 |
(d). To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
(e). Not applicable.
Signature
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.
Date: August 14, 2023 /s/ Richard Griffiths
Richard Griffiths
