Autolus Therapeutics SC 13D/A / Blackstone ownership change

Autolus Therapeutics (AUTL) SC 13D/AAutolus Therapeutics / Blackstone ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Autolus Therapeutics plc

(Name of Issuer)

American Depositary Shares, each representing one ordinary share, nominal value $0.000042 per share

(Title of Class of Securities)

05280R100 **

(CUSIP Number)

John G. Finley

Blackstone Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 8, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

There is no CUSIP number assigned to the ordinary shares. CUSIP number 05280R 100 has been assigned to the American Depositary Shares of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “AUTL.” Each American Depositary Share represents the right to receive one ordinary share.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 05280R100


1		NAMES OF REPORTING PERSONS BXLS V – Autobahn L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Includes 3,265,306 shares underlying warrants to purchase ADSs that are exercisable within 60 days.

**	Percentage is calculated in accordance with Rule 13d-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

CUSIP No. 05280R100


1		NAMES OF REPORTING PERSONS Blackstone Life Sciences Associates V (CYM) L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

*	Includes 3,265,306 shares underlying warrants to purchase ADSs that are exercisable within 60 days.

**	Percentage is calculated in accordance with Rule 13d-3 of the Exchange Act.

CUSIP No. 05280R100


1		NAMES OF REPORTING PERSONS Blackstone Clarus GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Includes 3,265,306 shares underlying warrants to purchase ADSs that are exercisable within 60 days.

**	Percentage is calculated in accordance with Rule 13d-3 of the Exchange Act.

CUSIP No. 05280R100


1		NAMES OF REPORTING PERSONS Blackstone Holdings I L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Includes 3,265,306 shares underlying warrants to purchase ADSs that are exercisable within 60 days.

**	Percentage is calculated in accordance with Rule 13d-3 of the Exchange Act.

CUSIP No. 05280R100


1		NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Includes 3,265,306 shares underlying warrants to purchase ADSs that are exercisable within 60 days.

**	Percentage is calculated in accordance with Rule 13d-3 of the Exchange Act.

CUSIP No. 05280R100


1		NAMES OF REPORTING PERSONS Blackstone Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Includes 3,265,306 shares underlying warrants to purchase ADSs that are exercisable within 60 days.

**	Percentage is calculated in accordance with Rule 13d-3 of the Exchange Act.

CUSIP No. 05280R100


1		NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Includes 3,265,306 shares underlying warrants to purchase ADSs that are exercisable within 60 days.

**	Percentage is calculated in accordance with Rule 13d-3 of the Exchange Act.

CUSIP No. 05280R100


1		NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

*	Includes 3,265,306 shares underlying warrants to purchase ADSs that are exercisable within 60 days.

**	Percentage is calculated in accordance with Rule 13d-3 of the Exchange Act.

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the Ordinary Shares, nominal value $0.000042 per share (the “Ordinary Shares”) represented by American Depositary Shares (the “ADSs”), each of which represents one Ordinary Share of Autolus Therapeutics plc, a public limited company organized under the laws of England and Wales (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on November 16, 2021 (as amended by Amendment No. 1, the “Schedule 13D”). The address of the principal executive office of the Issuer is The MediaWorks, 191 Wood Lane, London W12 7FP, United Kingdom. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:

On December 13, 2022, BXLS V purchased 2,500,000 ADSs representing the same number of Ordinary Shares of the Issuer for an aggregate purchase price of $5,000,000, representing a purchase price of $2.00 per ADS. The purchase by BXLS V was funded by capital commitments by BXLS V’s partners.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

The information set forth in Item 3 of the Schedule 13D is incorporated herein by reference.

The Reporting Persons have acquired the ADSs for investment purposes.

On December 8, 2022, the Issuer announced an intention to conduct a public offering of ADSs representing Ordinary Shares and the Issuer entered into an underwriting agreement with the underwriters named therein for the public offering, issuance and sale of 75,000,000 ADSs representing the same number of Ordinary Shares, plus an option for the underwriters to purchase up to an additional 11,250,000 ADSs representing the same number of Ordinary Shares (the “2022 Public Offering”).

On December 8, 2022 BXLS V agreed to purchase 2,500,000 ADSs representing the same number of Ordinary Shares for an aggregate purchase price of $5,000,000 representing a purchase price of $2.00 per ADS pursuant to the 2022 Public Offering. On December 13, 2022, the Issuer completed the 2022 Public Offering by issuing and selling 75,000,000 ADSs representing the same number of Ordinary Shares.

Item 5.

Interest in Securities of the Issuer

Item 5(a)—(c) of the Schedule 13D are each hereby amended and restated in their entirety as follows:

(a) and (b) Calculations of the percentage of the shares of ADSs representing Ordinary Shares beneficially owned are based on an assumption of 166,132,356 Ordinary Shares outstanding at December 13, 2022, following the completion of the 2022 Public Offering, based on 91,132,356 Ordinary Shares outstanding as of September 30, 2022 and the 75,000,000 Ordinary Shares issued in connection with the 2022 Public Offering, as set forth in the prospectus supplement dated December 12, 2022 filed by the Issuer on December 12, 2022.

The aggregate number and percentage of the ADSs representing Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof, BXLS V directly beneficially owns 23,750,917 ADSs representing the same number of Ordinary Shares, which includes 3,265,306 shares underlying warrants to purchase ADSs that are exercisable within 60 days.

Autobahn GP is the general partner of BXLS V. Blackstone Clarus GP L.L.C. is the general partner of Autobahn GP. The sole member of Blackstone Clarus GP L.L.C. is Blackstone Holdings I L.P. The general partner of Blackstone Holdings I L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the ADSs representing Ordinary Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and such beneficial ownership is expressly disclaimed (other than by the Reporting Persons, to the extent they directly hold ADSs). The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Exchange Act.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in the ADSs representing Ordinary Shares in the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth or incorporated by reference in Item 4 of the Schedule 13D is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 13, 2022


BXLS V – AUTOBAHN L.P.

By:		Blackstone Life Sciences Advisors L.L.C., on its behalf

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Chief Compliance Officer and Secretary

BLACKSTONE LIFE SCIENCES ASSOCIATES V (CYM) L.L.C.

By:		Blackstone Life Sciences Advisors L.L.C., on its behalf

By:		/s/ Omar Rehman
Name: Omar Rehman
Title: Chief Compliance Officer and Secretary

BLACKSTONE CLARUS GP L.L.C.

By:		Blackstone Holdings I L.P., its managing member
By:		Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

BLACKSTONE HOLDINGS I L.P.

By:		Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director


BLACKSTONE INC.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman

[Autolus Therapeutics plc – Schedule 13D/A]

SCHEDULE I

Executive Officers and Directors of Blackstone Inc.

The name and principal occupation of each director and executive officer of Blackstone Inc. are set forth below. The address for each person listed below is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honourable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.

OFFICERS:


Name		Present Principal Occupation or Employment

Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of Blackstone Inc.

Jonathan D. Gray		President, Chief Operating Officer of Blackstone Inc.

Michael S. Chae		Chief Financial Officer of Blackstone Inc.

John G. Finley		Chief Legal Officer of Blackstone Inc.

DIRECTORS:


Name		Present Principal Occupation or Employment

Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of Blackstone Inc.

Jonathan D. Gray		President, Chief Operating Officer of Blackstone Inc.

Kelly A. Ayotte		Former United States Senator from New Hampshire

Joseph P. Baratta		Global Head of Private Equity at Blackstone Inc.

James W. Breyer		Founder and Chief Executive Officer of Breyer Capital

Reginald J. Brown		Partner for the law firm, Kirkland & Ellis

Sir John Antony Hood		Former President and Chief Executive Officer of the Robertson Foundation and Former Chair of the Rhodes Trust

Rochelle B. Lazarus		Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide

The Right Honourable Brian Mulroney		Senior Partner for the Montreal law firm, Norton Rose Fulbright Canada LLP

William G. Parrett		Retired CEO of Deloitte Touche Tohmatsu and retired Senior Partner of Deloitte (USA)

Ruth Porat		Chief Financial Officer of Alphabet Inc. and Google Inc.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

23,750,917*

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

23,750,917*

SHARED DISPOSITIVE POWER

0