The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete. |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F
FORM 13F COVER PAGE
| | OMB APPROVAL | | OMB Number: | 3235-0006 | | Expires: | Oct 31, 2018 | | Estimated average burden | | hours per response: | 23.8 |
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| Report for the Calendar Year or Quarter Ended: | 12-31-2018 |
| Check here if Amendment | X | Amendment Number: | 1 |
| This Amendment (Check only one.): | X | is a restatement. |
| | adds new holdings entries. |
| Institutional Investment Manager Filing this Report: |
| Name: | Woodford Investment Management Ltd |
| Address: | 9400 Garsington Road |
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| 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 | 08-22-2019 |
| [Signature] | [City, State] | [Date] |
| Explanatory Note: This amendment is being filed to correct errors in the Voting Authority None column of the Information Table as originally filed. The Reporting Manager ("WIM") is the investment manager of various funds (the "W 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 W Funds reported herein. With respect to Evofem Biosciences, Inc. ("EB"), LF Woodford Equity Income Fund ("LF") and Omnis Income & Growth Fund own shares of EB common stock ("E Stock") (each an "E Fund" and together the "E Funds"). The E Funds have each delivered to EB a duly executed irrevocable proxy appointing any designee of EB as their respective sole and exclusive attorney and proxy to vote at every meeting of EB stockholders with respect to all shares of E Stock owned by such E Fund in excess of 19.5% of the then outstanding shares of E Stock (the "E Threshold") in the same proportion as shares voted by all other stockholders (excluding such E Fund) voting on or consenting to such matters. Accordingly, each E Fund has voting power (which it shares with WIM) only up to and including the E Threshold. LF holds E Stock above the E Threshold, thus voting power above the E Threshold is reported as "none" in Column 8 of the Table. For this calculation, the total outstanding EB shares used was 25,867,248 shares outstanding as reported in EB's Form 10-Q, filed with the SEC on 11/7/18. Please refer to the Form of Voting Agreement, incorporated by reference to Exhibit 4.10 of EB's Form S-4 (No. 333-221592) filed on 11/15/17 and WIM's Schedule 13G/A with respect to the E Stock filed by WIM on 2/14/19, for more information. With respect to Autolus Therapeutics plc ("AT"), four W Funds (including LF and Woodford Patient Capital Trust Plc ("PCT") have executed irrevocable proxies appointing WIM as their sole and exclusive attorney and proxy to vote at every meeting of shareholders of AT and exercise all rights with respect to all capital stock of AT, including ordinary shares ("A Shares"), beneficially owned by such funds ("A Proxy Shares"). WIM executed an irrevocable proxy appointing any designee of AT as the sole and exclusive attorney and proxy of WIM to represent WIM and to vote at every meeting of shareholders of AT and exercise all rights with respect to all A Proxy Shares, which when added to A Shares beneficially owned by a segregated account managed by WIM ("WEST"), Quilter Investors UK Equity Income II Fund ("Quilter") and Arix Bioscience plc ("AB"), are in excess of 9.99% of the then outstanding capital stock of AT (the "A Threshold") in the same proportion as the shares voted by all other stockholders (excluding WIM and Quilter) voting on such matters. Accordingly, (i) no W Fund that has executed a voting proxy in favor of WIM has voting control over A Shares held by it, and for those W Funds who are 13F Funds (LF and PCT), such voting control is reported as "none" in Column 8 of the Table, (ii) WIM has sole voting power with respect to A Proxy Shares, which when added to the A Shares held by AB, WEST and Quilter, are at or below the A 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 A Shares held by the W Funds (which voting power resides solely with AT), and such voting control is reported as "none" in Column 8 of the Table. For purposes of this calculation, (x) the total outstanding A Shares used was 40,416,182 shares of outstanding ordinary shares as of 9/30/18 as reported in AT's Annual Report on Form 20-F, filed with the SEC on 11/23/18, (y) the total outstanding A Shares owned by Quilter was 167,504 shares as of 12/31/18 and (z) the total A Shares owned by AB was 3,161,533 shares, as disclosed in the AT Schedule 13D filed by AB on 7/6/18. |
| 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: | 4 | | |
| Form 13F Information Table Entry Total: | 24 |
| Form 13F Information Table Value Total: | 1,156,261 |
| (thousands) |
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| 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 |
