The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 13F FORM 13F COVER PAGE |
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Report for the Calendar Year or Quarter Ended: | 09-30-2018 |
Check here if Amendment | Amendment Number: | |
This Amendment (Check only one.): | is a restatement. | |
adds new holdings entries. |
Institutional Investment Manager Filing this Report: | |
Name: | Woodford Investment Management Ltd |
Address: | 9400 Garsington Road |
Oxford, X0 OX4 2HN | |
Form 13F File Number: | 028-16850 |
The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.
Person Signing this Report on Behalf of Reporting Manager: | ||||
Name: | Chris Martin | |||
Title: | Head of Compliance | |||
Phone: | 44-0-1865-809041 | |||
Signature, Place, and Date of Signing: | ||||
/s/ Chris Martin | Oxford, X0 | 11-14-2018 | ||
[Signature] | [City, State] | [Date] | ||
The Reporting Manager ("WIM") is the investment manager of various funds (the "WIM Funds"), including the Other Included Managers set forth herein ("13F Funds"), and has defined investment discretion and, except as detailed below and in the Information Table ("Table"), shared voting authority with respect to the securities held by WIM Funds reported herein. With respect to Evofem Biosciences, Inc. ("EVFM"), each WIM Fund who own shares of EVFM common stock ("EVFM Stock") (the "EVFM Funds"), two of which are 13F Funds-LF Woodford Equity Income Fund and Woodford Patient Capital Trust Plc (the "OIM Funds"), has delivered to EVFM a duly executed irrevocable proxy appointing any designee of EVFM as its sole and exclusive attorney and proxy to vote at every meeting of EVFM stockholders with respect to all shares of EVFM Stock owned by it in excess of 19.5% of the then outstanding shares of EVFM Stock in the same proportion as shares voted by all other stockholders (excluding such fund) voting on or consenting to such matters. Accordingly, each EVFM Fund only has voting power (which it shares with WIM) up to and including that 19.5% threshold. For the shares above such threshold, voting power is reported as "none" in Column 8 of the Table. For this calculation, the total outstanding EVFM shares used was 25,804,625 shares outstanding as reported in EVFM's Form 10-Q, filed with the SEC on August 2, 2018. Please refer to the Form of Voting Agreement, incorporated by reference to Exhibit 4.10 of EVFM's Form S-4 (No. 333-221592) filed on 11/15/17 and WIM's Schedule 13G with respect to the EVFM Stock filed by WIM on 6/11/18, for more information. With respect to Autolus Therapeutics plc ("AUTL"), three WIM Funds (including the OIM Funds) have executed irrevocable proxies appointing WIM as their sole and exclusive attorney and proxy to vote at every meeting of shareholders of AUTL and exercise all rights with respect to all capital stock of AUTL ("AUTL Shares") beneficially owned by such fund ("AUTL Proxy Shares"). WIM executed an irrevocable proxy to AUTL (the "AUTL Proxy"), appointing any designee of AUTL as the sole and exclusive attorney and proxy of WIM to represent WIM and to vote at every meeting of shareholders of AUTL and exercise all rights with respect to all AUTL Proxy Shares, which when added to AUTL Shares beneficially owned by Abu Dhabi Investment Authority ("WEST"), Quilter Investors UK Equity Income II Fund ("Quilter") and Arix Bioscience plc ("Arix"), are in excess of 9.99% of the then outstanding capital stock of AUTL (the "Threshold") in the same proportion as the shares voted by all other stockholders (excluding WIM and Quilter) voting on such matters. Accordingly, (i) each WIM Fund has no voting control over AUTL Shares held by it, and for those WIM Funds who are 13F Funds, such voting control is reported as "none" in Column 8 of the Table, (ii) WIM has sole voting power with respect to AUTL Proxy Shares, which when added to the AUTL Shares held by Arix, WEST and Quilter, are at or below the Threshold, and such voting control is reported as "sole" in Column 8 of the Table and (iii) WIM has no voting power with respect to all other AUTL Shares held by the WIM Funds (which voting power resides solely with AUTL), and such voting control is reported as "none" in Column 8 of the Table. For purposes of this calculation, (x) the total outstanding AUTL Shares used was 40,109,743 shares of outstanding ordinary shares, as disclosed to WIM by AUTL's transfer agent and depository agent as of September 18, 2018, (y) the total outstanding AUTL Shares owned by Quilter was 107,654 shares as of September 30, 2018 and (z) the total AUTL Shares owned by Arix was 3,161,533 shares, as disclosed in the AUTL Schedule 13D filed by Arix on 7/6/18. All AUTL Shares are subject to a Lock-Up Agreement, dated as of February 9, 2018. |
Report Type (Check only one.): | |
X | 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) |
13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) | |
13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) |
Form 13F Summary Page | |||||
Report Summary: | |||||
Number of Other Included Managers: | 5 | ||||
Form 13F Information Table Entry Total: | 25 | ||||
Form 13F Information Table Value Total: | 1,255,667 | ||||
(thousands) | |||||
List of Other Included Managers: | |||
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. | |||
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.] | |||
No. | Form 13F File Number | Name | |
1 | 028-18455 | LF Woodford Equity Income Fund | |
2 | 028-18454 | SJPUT UK High Income | |
3 | 028-18453 | SJPUK Net Distribution Bond | |
4 | 028-18456 | Woodford Patient Capital Trust Plc | |
5 | 028-18750 | SJPUK EX UK Equity |