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: | LF Woodford Equity Income Fund |
Address: | c/o Woodford Investment Management Ltd |
9400 Garsington Road | |
Oxford, X0 OX4 2HN | |
Form 13F File Number: | 028-18455 |
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 | 11-13-2018 | ||
[Signature] | [City, State] | [Date] | ||
Explanatory Note: With respect to Evofem Biosciences, Inc. ("Evofem"), pursuant to a voting agreement between Evofem and Woodford Investment Management Ltd (the "Manager"), acting as agent for and on behalf of the funds it manages who own shares of Evofem common stock, par value $0.0001 per share ("Evofem Stock"), LF Woodford Equity Income Fund ("LF Woodford") delivered to Evofem a duly executed irrevocable proxy. The proxy appoints any designee of Evofem as the sole and exclusive attorney and proxy of LF Woodford to represent LF Woodford and to vote at every meeting of the stockholders of Evofem (including any actions by written consent) with respect to all the shares of Evofem Stock owned by LF Woodford in excess of 19.5% of the then outstanding shares of Evofem Stock in the same proportion as the shares voted by all other stockholders (excluding LF Woodford) voting on or consenting to such matters. Accordingly, LF Woodford (as record holder of the shares) only has voting power with respect to the shares it beneficially owns up to and including that 19.5% threshold ("Evofem Threshold Shares"); the Manager shares voting power with respect to such Threshold Shares. Voting authority with respect to the Evofem Stock beneficially owned by LF Woodford, but over which neither LF Woodford nor the Manager has voting power (because such 19.5% threshold has been exceeded) is reported as "none" in Column 8 of the Information Table filed with the Manager's Form 13F. For purposes of this calculation, the total outstanding Evofem shares used was 25,804,625 shares of Evofem Stock as reported in Evofem's Quarterly Report on Form 10-Q, filed with the SEC on August 2, 2018. Please refer to the Form of Voting Agreement, which is incorporated by reference to Exhibit 4.10 of Evofem's Registration Statement on Form S-4 (No. 333-221592) filed on November 15, 2017 and LF Woodford's Schedule 13G with respect to Evofem Stock filed by LF Woodford on June 11, 2018, for more information. With respect to Autolus Therapeutics plc ("Autolus"), LF Woodford has executed an irrevocable proxy appointing the Manager as its sole and exclusive attorney and proxy to vote at any annual, special or adjourned meeting of the shareholders of Autolus or any class thereof and exercise all voting and related rights (to the fullest extent that LF Woodford is entitled to do so) with respect to all of the shares of capital stock of Autolus (including ordinary shares represented by American Depositary Shares, each American Depositary Share representing one ordinary share of Autolus) (the "Autolus Shares") beneficially owned by it. Accordingly, LF Woodford (as record holder of the shares) has no voting control over the Autolus Shares beneficially held by it, and such voting control by LF Woodford is reported as "none" in Column 8 of the Information Table filed with the Manager's Form 13F. Please refer to the Explanatory Note on the Form 13F of the Manager for a description of the voting proxy granted by the Manager to Autolus with respect to the Autolus Shares beneficially owned by LF Woodford. All American Depositary Shares of Autolus Therapeutics PLC reported in the Information Table filed with the Form 13F of the Manager are subject to a Lock-Up Agreement, dated as of February 9, 2018. |
Report Type (Check only one.): | |
13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) | |
X | 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).) |
List of Other Managers Reporting for this Manager: [If there are no entries in this list, omit this section.] | |||
Form 13F File Number | Name | ||
028-16850 | Woodford Investment Management Ltd |