UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Immunocore Holdings plc
(Name of Issuer)
 
Ordinary Shares, nominal value £0.002
(Title of Class of Securities)
 
45258D105**
(CUSIP Number)
 
Michael Gosk
c/o General Atlantic Service Company, L.P.
55 East 52nd Street, 33rd Floor
New York, New York 10055
(212) 715-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
 
January 12, 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.

**This CUSIP number applies to Immunocore Holdings plc.’s American Depositary Shares, each representing 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. 45258D105 SCHEDULE 13D Page 2 of 22

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 3 of 22

 

 

1

NAME OF REPORTING PERSON

 

GAP (Bermuda) L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 4 of 22

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar (Bermuda), L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 5 of 22

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Bermuda) IV, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 6 of 22

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Bermuda) EU, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 7 of 22

 

 

1

NAME OF REPORTING PERSON

 

GA IMC Holding, Ltd.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 8 of 22

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (Lux) S.à r.l.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

CO

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 9 of 22

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments III, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 10 of 22

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments IV, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 11 of 22

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments V, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 12 of 22

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments CDA, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 13 of 22

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar (Lux) SCSp

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 14 of 22

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Lux) SCSp

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 15 of 22

 

 

1

NAME OF REPORTING PERSON

 

GA IMC Holding, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,225,700

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,225,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,225,700

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 16 of 22

 

 

Item 1. Security and Issuer.

This Amendment No. 3 to Schedule 13D (the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on July 20, 2022, as amended by Amendment No. 1 dated December 20, 2022 and further amended by Amendment No. 3 dated January 3, 2022 with respect to the ordinary shares, nominal value £0.002 (the “ordinary shares”) of Immunocore Holdings plc, a company incorporated in England and Wales (the “Company”), whose principal executive offices are located at 92 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY, United Kingdom. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.

The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing one ordinary share, are listed on the Nasdaq Global Select Market under the symbol “IMCR”.

Item 2. Identity and Background.

No material change.

Item 3. Source and Amount of Funds or Other Consideration.

No material change.

Item 4. Purpose of Transaction.

No material change.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a) The percentages used herein are calculated based upon on an aggregate of 45,303,698 ordinary shares (including ordinary shares in the form of ADSs) reported by the Company to be outstanding as of September 20, 2022 as reflected in the Company's Prospectus Supplement filed pursuant to Rule 424(b)(7) with the U.S. Securities and Exchange Commission on September 30, 2022.

By virtue of the fact that (i) the GA Funds and the Sponsor Coinvestment Funds contributed the capital to fund the PIPE Investment, and share beneficial ownership of the ADSs, ordinary shares and non-voting ordinary shares reported herein, (ii) GA IMC Holding is the general partner of GA IMC, (iii) GAP Bermuda is the general partner of GA GenPar Bermuda, and GenPar Bermuda is the general partner of GAP Bermuda EU, and is the sole shareholder of GA Sarl, (iv) GA Sarl is the general partner of GA GenPar Lux and GA GenPar Lux is the general partner of GAP Lux, and (v) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the “AIFM”) as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and distribution agreement with the AIFM and General Atlantic Service Company, L.P. (“GASC”) in order to appoint GASC to act as the portfolio manager of GAP Lux (vi) GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and the sole member of GA IMC Holding, and (viii) the members of the Management Committee control the investment decisions of GA LP, GAP Bermuda and, with respect to GAP Lux, GASC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ADSs, ordinary shares and non-voting ordinary shares owned of record by GA IMC.

 

As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 3,225,700 ordinary shares, or approximately 7.1% of the aggregate 45,303,698 ordinary shares as described above.

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 17 of 22

 

 

(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 3,225,700 ordinary shares that may be deemed to be beneficially owned by each of them.

(c) Except as previously reported or as set forth in this Item 5(c), Item 3, or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the ordinary shares during the past 60 days

 

Between January 4, 2023 and January 17, 2023, GA IMC sold the following ADSs set forth in the table below:

Trade Date ADSs Price per ADS1
January 4, 2023 1,283 $56.12
January 9, 2023 1,500 $56.15
January 11, 2023 334,046 $55.93
January 12, 2023 278,140 $59.42

 

(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Item 6 is hereby supplemented as follows:

On December 30, 2022, GA IMC entered into a new 10b5-1 plan (the “10b5-1 Plan”) with BTIG, LLC (“BTIG”). Pursuant to the 10b5-1 Plan, BTIG may sell up to 3,853,777 ADSs on behalf of GA IMC. The 10b5-1 Plan will terminate on the earlier of May 12, 2023, the date on which 3,853,777 ADSs have been sold under the 10b5-1 Plan and the date the 10b5-1 Plan is otherwise terminated. Pursuant to the terms of the 10b5-1 Plan, a significant percentage of the ADSs will only be sold if the market price for the ADSs is substantially higher than the closing price of the ADSs on the date hereof.

 

 

 

1 Reflects the average price of certain ADSs sold on each trade date in reliance on Rule 144 pursuant to the 10b5-1 Plan.

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 18 of 22

 

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed).
   
Exhibit 2: Securities Purchase Agreement by and among the Company, Baker Brothers Life Sciences L.P., 667, L.P. and GA IMC, dated July 15, 2022 (previously filed).
   
Exhibit 3: Registration Rights Agreement by and among the Company, 667, L.P., Baker Brothers Life Sciences, L.P., GA IMC, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., RTW Venture Fund Limited, Rock Springs Capital Master Fund LP, and Four Pines Master Fund LP, dated July 15, 2022 (previously filed).
   
Exhibit 4: Shareholders’ Agreement relating to Immunocore Holdings Limited by and among the Series C Investors, the Series B Investors, the Series A Investors and the Qualifying Ordinary Shareholders and Immunocore Holdings Limited, dated January 22, 2021 (previously filed).

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 19 of 22

 

 

SIGNATURES

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 as of January 17, 2023

  GENERAL ATLANTIC, L.P.
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     
  GAP (BERMUDA) L.P.  
     
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GENERAL ATLANTIC GENPAR (BERMUDA), L.P.  
         
  By: GAP (BERMUDA) L.P., its general partner  
         
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 20 of 22

 

 

  GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P.  
         
  By: GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner  
         
  By: GAP (BERMUDA), L.P., its general partner  
         
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.  
         
  By: GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner  
         
  By: GAP (BERMUDA), L.P., its general partner  
         
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GA IMC HOLDING, LTD.  
         
  By: GAP (BERMUDA) L.P., its managing member  
         
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GENERAL ATLANTIC (LUX) S.À.R.L.  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ Gregor Dalrymple  
    Name: Gregor Dalrymple  
    Title: Manager B  
         
         

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 21 of 22

 

 

  GAP COINVESTMENTS III, LLC  
         
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GAP COINVESTMENTS IV, LLC  
         
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GAP COINVESTMENTS V, LLC  
         
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
     
  GAP COINVESTMENTS CDA, L.P.  
         
  By: GENERAL ATLANTIC, L.P., its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

 

  

 

 

CUSIP No. 45258D105 SCHEDULE 13D Page 22 of 22

 

 

  GENERAL ATLANTIC GENPAR (LUX) SCSp  
         
  By:

GENERAL ATLANTIC (LUX)

S.À R.L., its general partner

  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ Gregor Dalrymple  
   

Name:

Title:

Gregor Dalrymple

Manager B

  
     
  GENERAL ATLANTIC PARTNERS (LUX), SCSp  
         
  By:

GENERAL ATLANTIC GENPAR (LUX) SCSp, its general partner

  
         
  By: GENERAL ATLANTIC (LUX) S.À.R.L., its general partner  
         
  By: /s/ Ingrid van der Hoorn  
   

Name:

Title:

Ingrid van der Hoorn

Manager A

  
         
  By: /s/ Gregor Dalrymple  
    Name: Gregor Dalrymple  
    Title: Manager B  
         
  GA IMC HOLDING, L.P.  
         
  By: GA IMC HOLDING, LTD., its general partner  
       
  By:

GAP (BERMUDA) L.P., its managing member

  
       
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

  

 

SCHEDULE A

Members of the Management Committee (as of the date hereof)

Name Address Citizenship

William E. Ford

(Chief Executive Officer)

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Gabriel Caillaux

23 Savile Row

London W1S 2ET

United Kingdom

 France
Andrew Crawford

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Martín Escobari

55 East 52nd Street

33rd Floor

New York, New York 10055

 Bolivia and Brazil
Anton J. Levy

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Sandeep Naik

Asia Square Tower 1

8 Marina View, #41-04

Singapore 018960

 United States
Graves Tompkins

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
N. Robbert Vorhoff

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Eric Zhang

Suite 5704-5706, 57F

Two IFC, 8 Finance Street

Central, Hong Kong, China

 Hong Kong SAR