Rule 13d-1(b)
	Rule 13d-1(c)
X	Rule 13d-1(d)

 

 

 

1.		Name of Reporting Persons   Immunocore Limited
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   England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   26,976,700
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   26,976,700
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   26,976,700 (See Items 2 and 4 herein)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  ¨
11.		Percent of Class Represented by Amount in Row (9)   6.4%*
12.		Type of Reporting Person (See Instructions)   CO

 

Item 1.

(a)	Name of Issuer:

	Adaptimmune Therapeutics plc (the “Issuer”)

 

(b)	Address of Issuer’s Principal Executive Offices:

101 Park Drive, Milton Park

Abingdon, Oxfordshire OX14 4RY

United Kingdom

 

Item 2.

(a)	Name of Person Filing:

Immunocore Limited (“Immunocore”)

The shares reported herein are directly owned by Immunocore (hereinafter sometimes referred toas the “Reporting Person”).

(b)	Address of Principal Business Office or, if none, Residence:

 

Immunocore:  90 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY United Kingdom

 

(c)	Citizenship:

Immunocore is a company organized under the laws of England and Wales.

 

(d)	Title of Class of Securities:

Ordinary Shares, par value £0.001 per share (the “Ordinary Shares”)

(e)	CUSIP Number:

	00653A107

 

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)		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)		Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

(a)	Amount beneficially owned:

(b)	Percent of class:

6.4% of the Issuer’s outstanding Ordinary Shares (calculated based on 424,711,900 Ordinary Shares outstanding as of August 31, 2015, as reported in the Issuer’s Form 20-F for the fiscal year ended June 30, 2015, as filed with the Securities and Exchange Commission on October 13, 2015)

(c)	Number of shares as to which the person has:

 

	(i)	Sole power to vote or to direct the vote  26,976,700
	(ii)	Shared power to vote or to direct the vote  0
	(iii)	Sole power to dispose or to direct the disposition of  26,976,700
	(iv)	Shared power to dispose or to direct the disposition of 0

 

CUSIP No.  00653A107

13G

Page 5 of 6 Pages

 

Item 5.

Ownership of Five Percent or Less of a Class.

.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certification

Not Applicable

April 12, 2016	Immunocore Limited     By: /s/Julian Hirst                                           Name:   Julian Hirst Title:     Corporate Finance Director