UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Immunocore Holdings plc
|
| (Name of Issuer) |
Ordinary Share, nominal value £0.002 per share |
|
| (Title of Class of Securities) |
45258D105** |
|
| (CUSIP Number) |
|
| September 30, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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.
**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.
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. 45258D105 | SCHEDULE 13G/A | Page 2 of 9 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS Rock Springs Capital Management LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 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 0 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% |
| 12 | TYPE OF REPORTING PERSON IA |
| CUSIP No. 45258D105 | SCHEDULE 13G/A | Page 3 of 9 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS Rock Springs Capital LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 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 0 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% |
| 12 | TYPE OF REPORTING PERSON OO; HC |
| CUSIP No. 45258D105 | SCHEDULE 13G/A | Page 4 of 9 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS Rock Springs Capital Master Fund LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% |
| 12 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 45258D105 | SCHEDULE 13G/A | Page 5 of 9 Pages |
| Item 1. | | (a) Name of Issuer |
Immunocore Holdings plc (the “Issuer”)
| | (b) Address of Issuer’s Principal Executive Offices |
92 Park Drive
Milton Park
Abingdon, Oxfordshire OX14 4RY
United Kingdom
| Item 2. | | (a) Name of Person Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i. Rock Springs Capital Management LP (“RSCM”);
ii. Rock Springs Capital LLC (“RSC”); and
iii. Rock Springs Capital Master Fund LP (“Master Fund”).
This Statement relates to Shares (as defined herein) held directly by the Master Fund, which is a Cayman Island exempted limited partnership, and indirectly held by RSCM, a Delaware limited partnership, and RSC, a Delaware limited liability company. RSCM serves as the investment manager to the Master Fund. RSC is the general partner of RSCM.
| | (b) Address of Principal Business Office, or, if none, Residence |
Rock Springs Capital Management LP and Rock Springs Capital LLC
650 South Exeter, Suite 1070
Baltimore, MD 21202
Rock Springs Capital Master Fund LP
c/o Walkers Corporate Limited
190 Elgin Avenue
George Town, Grand Cayman, KY1-9008, Cayman Islands
Rock Springs Capital Management LP - Delaware
Rock Springs Capital LLC - Delaware
Rock Springs Capital Master Fund LP - Cayman Islands
| | | (d) Title of Class of Securities |
Ordinary share, nominal value £0.002 per share (the “Shares”)
45258D105*
* 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.
| CUSIP No. 45258D105 | SCHEDULE 13G/A | Page 6 of 9 Pages |
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|---|
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. |
| | (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) | o | 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 associations 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) | ¨ | A 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: |
| | | | |
| CUSIP No. 45258D105 | SCHEDULE 13G/A | Page 7 of 9 Pages |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of September 30, 2024, each of RSC and RSCM may be deemed to be the beneficial owners of 0 Shares, which amount includes 0 ADS, each one representing one Share, directly beneficially owned by the Master Fund.
