PPF Capital Partners Fund B.V. SC 13D/AAutolus Therapeutics / PPF Biotech B.V. ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

AUTOLUS THERAPEUTICS PLC

(Name of Issuer)

American Depositary Shares, each representing one ordinary share, nominal value $0.000042 per share, and
ordinary shares, nominal value $0.000042 per share

(Title of Class of Securities)

05280R100**

(CUSIP Number)

c/o Lubomír Král

PPF a.s.

Evropská 2690/17

P.O. Box 177

160 41 Praha 6

Czech Republic

Tel: (+420) 224 174 067

With copies to:

Colin Diamond

Scott Levi 

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020-1095

+1 (212) 819 8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 23, 2022

(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 §240.13d-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.

** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 05280R100 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “AUTL.” Each ADS represents 1 Ordinary Share.

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, as amended (“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).

EXPLANATORY NOTE

Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended (the “Act”), this Amendment No. 8 to the Schedule 13D (as defined below) (the “Amendment No. 8”) amends and supplements certain items of the Schedule 13D related to the Ordinary Shares, nominal value $0.000042 per share (the “Ordinary Shares”) represented by American Depositary Shares (the “ADSs”), each of which represents one Ordinary Share, of Autolus Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 24, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed on April 22, 2020, Amendment No. 2 to the Original Schedule 13D filed on June 15, 2020, Amendment No. 3 to the Original Schedule 13D filed on July 6, 2020, Amendment No. 4 to the Original Schedule 13D filed on July 20, 2020, Amendment No. 5 to the Original Schedule 13D filed on August 3, 2020, Amendment No. 6 to the Original Schedule 13D filed on August 13, 2020 and Amendment No. 7 to the Original Schedule 13D filed on June 23, 2021 (as so amended, the “Schedule 13D”). All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a) Reporting Persons

This Schedule 13D is being filed jointly by (i) Mrs. Renata Kellnerova; (ii) PPF Group N.V., a company organized and existing under the laws of the Netherlands (“PPF Group”); and (iii) PPF Biotech B.V. (formerly known as PPF Capital Partners Fund B.V.), a company organized and existing under the laws of the Netherlands (“PPF Biotech”) (each a “Reporting Person” and, collectively, the “Reporting Persons”). The principal shareholder of PPF Biotech is PPF Group, which is ultimately beneficially owned by Mrs. Kellnerova.

As previously disclosed, following the passing of Mr. Petr Kellner (the former principal shareholder of PPF Group), his spouse Mrs. Kellnerova was appointed as administrator of his estate pursuant to local law effective May 18, 2021. As a result, Mrs. Kellnerova obtained voting power with respect to the Ordinary Shares held of record by PPF Biotech, indirectly owned by PPF Group and previously indirectly owned by Mr. Kellner. Pending the distribution of Mr. Kellner’s estate, Mrs. Kellnerova lacked dispositive power over such Ordinary Shares, and PPF Biotech and PPF Group continued to have both voting power and dispositive power with respect to such Ordinary Shares. On September 23, 2022, Mr. Kellner’s inheritance agreement was approved by the relevant court and the distribution of his estate took effect, formally making Mrs. Kellnerova the majority owner of PPF Group and giving her both voting power and dispositive power over the Ordinary Shares held of record by PPF Biotech and indirectly owned by PPF Group. The Reporting Persons previously entered into a Joint Filing Agreement dated June 23, 2021, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, a copy of which was attached as Exhibit 99.1 to Amendment No. 7.  

Information regarding the directors, executive officers and principal shareholders (the “Covered Persons”) of PPF Group and PPF Biotech is set forth in the table below.

Covered Persons

The directors and executive officers of PPF Group and PPF Biotech (each a “Covered Person” and, collectively, the “Covered Persons”) are set forth below. The name, present principal occupation, principal business address, and country of citizenship of each of the Covered Persons is set forth below, along with the principal business address of the employer of each of the Covered Persons.

(b) The address of the principal office of Mrs. Kellnerova is c/o PPF a.s., Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic.

The address of the principal office of each of PPF Group and PPF Biotech is Strawinskylaan 933, 1077XX Amsterdam, The Netherlands.

The principal business occupation or employment of each of the Covered Persons and the name, principal business and address of the organizations in which such occupation is conducted is set forth in the table in Item 2(a).

(c) PPF Group and PPF Biotech are engaged in investing in multiple market segments such as financial services, telecommunications, real estate, insurance, mechanical engineering and biotechnology in Europe, the Russian Federation and the United States and across Asia. Mrs. Kellnerova is involved in non-profit organizations with a focus in education. The present principal occupation of each of the Covered Persons and the name, principal business and address of the organizations in which such occupation is conducted is set forth in the table in Item 2(a).

(d) During the last five years, none of the Reporting Persons has been convicted, and, to the Reporting Persons’ knowledge, none of the Covered Persons has been convicted, in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party, and, to the Reporting Persons’ knowledge, none of the Covered Persons has been a party, to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Please refer to Item 6 on each cover sheet for the citizenship of each Reporting Person. The citizenship of each of the Covered Persons is set forth in Item 2(a).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is amended and supplemented by the following information:

On September 23, 2022, Mr. Kellner’s inheritance agreement was approved by the relevant court and the distribution of his estate took effect, formally making Mrs. Kellnerova the majority owner of PPF Group and giving her both voting power and dispositive power over the Ordinary Shares held of record by PPF Biotech and indirectly owned by PPF Group.

Item 5. Interest in Securities of the Issuer.

Item 5 of Schedule 13D is supplemented and amended by the information below.

Reference is made to the disclosure set forth under Item 3 of this Amendment No. 8, which disclosure is incorporated herein by reference.

(a) Aggregate number and percentage of securities

PPF Biotech is the owner of record of 14,612,275 Ordinary Shares represented by ADSs beneficially owned, or 16.1% of the Ordinary Shares of the Issuer. Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the Ordinary Shares held by PPF Biotech. Each of the Reporting Persons disclaims beneficial ownership in all Ordinary Shares reported herein, except to the extent of its respective pecuniary interest therein.

See also rows 11 and 13 of the cover pages to, and Item 2 of, this Amendment No. 8 for the aggregate number of Ordinary Shares beneficially owned by each of the Reporting Persons. The ownership percentages reported in this Amendment No. 8 are based on 90,909,783 Ordinary Shares outstanding (including Ordinary Shares in the form of ADSs) as of June 30, 2022 (as set forth in the Issuer’s report of foreign private on Form 6-K furnished to the SEC on August 4, 2022).

(b) Power to vote and dispose

See rows 7 through 10 of the cover pages to, and Item 2 of, this Schedule 13D for the number of Ordinary Shares beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.

(c) Transactions within the past 60 days

The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. Other than as disclosed herein, the Reporting Persons and, to the knowledge of the Reporting Persons, the Covered Persons have not effected any transactions in the Ordinary Shares or the ADSs of the Issuer during the past 60 days.

(d) Certain rights of other persons

Not applicable.

(e) Date ceased to be a 5% owner

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: October 5, 2022

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