As filed with the  Securities and Exchange Commission on April 27, 2015
  
Registration No. 333  -   
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

ADAPTIMMUNE THERAPEUTICS PLC
(Exact name of issuer of deposited securities as specified in its charter)
 
[N/A]
(Translation of issuer’s name into English)

England and Wales
(Jurisdiction of incorporation or organization of issuer)

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)

399 Park Avenue
New York, New York  10043
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
ADAPTIMMUNE LLC
University City Science Center
3711 Market Street—8th Floor
Philadelphia, PA 19104
United States of America
(267) 499 2066
 (Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David S. Bakst, Esq.
Mayer Brown LLP
1675 Broadway
New York, NY 10019
(212) 506 2500
 
  
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
(212) 336-2301
 
It is proposed that this filing become effective under Rule 466:
 
o immediately upon filing.
     
   
o on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box : x
 
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares, each representing six (6) fully paid ordinary shares, par value £0.001 per share, of Adaptimmune Therapeutics plc
100,000,000 American
Depositary Shares
$5.00
$5,000,000
$581.00
 
*
Each unit represents 100 American Depositary Shares.
**
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
 
 
 
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
 
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
iii
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1.    DESCRIPTION OF SECURITIES TO BE REGISTERED    
 
  
 
Item Number and Caption   Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
       
1.   
Name of Depositary and address of its principal executive office
  
Face of Receipt -  Introductory Article.
         
2.
Title of Receipts and identity of deposited securities
  
Face of Receipt  - Top Center.
     
Terms of Deposit:
    
         
  (i)      
The amount of deposited securities represented by one American Depositary Share ("ADSs")
  
Face of Receipt  - Upper right corner.
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Reverse of Receipt  - Paragraphs (16)
and (17)
         
  (iii)
The collection and distribution of dividends
  
Reverse of Receipt - Paragraph (14).
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Face of Receipt  - Paragraph (13);
Reverse of Receipt - Paragraph (16).
         
  (v)
The sale or exercise of rights
  
Reverse of Receipt – Paragraphs (14)
and (16).
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (14) and (18).
         
  (vii)
Amendment, extension or termination of the deposit agreement
  
Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
         
  (viii) 
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
  
Face of Receipt - Paragraph (13).
 
 
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Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
               
 
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
         
  (x)
Limitation upon the liability of the Depositary
  
Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
         
3.  
Fees and charges which may be imposed directly or indirectly on holders of ADSs
  
Face of Receipt - Paragraph (10).
       
Item 2. AVAILABLE INFORMATION
  
Face of Receipt - Paragraph (13).
 
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
 
 
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PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
I-3
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.                    EXHIBITS
 
 
(a)
Deposit Agreement, by and among Adaptimmune Therapeutics plc (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”).  — Filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  — None.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  — None.
 
 
(d)
Opinion of counsel for the Depositary as to the legality of the securities to be registered.  — Filed herewith as Exhibit (d).
 
 
(e)
Certificate under Rule 466.  — None.
 
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company.  — Set forth on the signature pages hereto.
 
 
II-1
 
 
Item 4.                   UNDERTAKINGS
 
 
(a)
The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Adaptimmune Therapeutics plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 27th day of April, 2015.
 
 
Legal entity to be created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing six (6) fully paid ordinary shares, par value £0.001 per share, of Adaptimmune Therapeutics plc
 
CITIBANK, N.A., solely in its capacity as Depositary
  
       
 
By:
/s/ Keith Galfo  
   
Name: Keith Galfo
  
   
Title:   Vice President
  
       
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Adaptimmune Therapeutics plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Oxfordshire, England, on April 27, 2015.
 
 
ADAPTIMMUNE THERAPEUTICS PLC
  
       
 
By:
/s/ James J. Noble  
  Name: 
James J. Noble
  
  Title:  Chief Executive Officer  
 
 
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POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Noble and Ian Laing, each of them, his or her true and lawful attorney-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all such capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Signature
  
Title
     
/s/ James J. Noble
   Chief Executive Officer and Director (Principal Executive Officer)
James J. Noble
    
     
/s/ Jonathan Knowles
  
Chairman of the Board of Directors and Director
Jonathan Knowles, Ph.D.
    
     
/s/ Adrian Rawcliffe
  
Chief Financial Officer (Principal Financial and Accounting Officer)
Adrian Rawcliffe
    
     
/s/ Lawrence M. Alleva
  
Director
Lawrence M. Alleva
    
     
/s/ Ali Behbahani
  
Director
Ali Behbahani, M.D.
    
     
/s/ Ian Laing
  
Director
Ian Laing
    
 
II-5
 
 
 
Signature    Title
     
/s/ David M. Mott
  
Director
David M. Mott
    
     
/s/ Elliot Sigal
  
Director
Elliott Sigal, Ph.D, M.D.
    
     
/s/ Peter Thompson
  
Director
Peter Thompson, M.D.
    
     
Adaptimmune LLC
  
Authorized Representative in the U.S.
   
 
By:/s/ James J. Noble
  
 
Name:  James J. Noble
    
Title:  Chief Executive Officer
    
 
 
II-6
 
 
Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
(a)
Form of Deposit Agreement
  
     
(d)
Opinion of counsel to the Depositary