UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Immunocore Holdings plc
(Name of Issuer)
Ordinary Shares, nominal value £0.002 per share
(Title of Class of Securities)
45258D105**
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
**This CUSIP number applies to the Issuer’s American Depositary Shares ("ADSs"). Each one ADS represents one Ordinary Share. No CUSIP has been assigned to the Ordinary Shares.
| Schedule 13G | Page 2 of 7 |
CUSIP No. 45258D105
| 1. | Name of Reporting Person: Ian Michael Laing |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | x |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. |
Citizenship or Place of Organization: United Kingdom | |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power: 0 |
| 6. | Shared Voting Power: 2,358,650 | |
| 7. | Sole Dispositive Power: 0 | |
| 8. | Shared Dispositive Power: 2,358,650 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 2,358,650 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. |
Percent of Class Represented by Amount in Row (9): 5.4%* * The percent of the class reported is based on 43,841,931 Ordinary Shares of the Issuer outstanding as of September 30, 2021, as set forth in the Issuer’s Form 6-K, filed on November 10, 2021. | |
| 12. | Type of Reporting Person (See Instructions): IN | |
| Schedule 13G | Page 3 of 7 |
CUSIP No. 45258D105
| 1. | Name of Reporting Person: Caroline Elizabeth Laing |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | x |
| (b) | ¨ |
| 3. | SEC Use Only | |
| 4. |
Citizenship or Place of Organization: United Kingdom | |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power: 0 |
| 6. | Shared Voting Power: 2,358,650 | |
| 7. | Sole Dispositive Power: 0 | |
| 8. | Shared Dispositive Power: 2,358,650 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 2,358,650 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. |
Percent of Class Represented by Amount in Row (9): 5.4%* * The percent of the class reported is based on 43,841,931 Ordinary Shares of the Issuer outstanding as of September 30, 2021, as set forth in the Issuer’s Form 6-K, filed on November 10, 2021. | |
| 12. | Type of Reporting Person (See Instructions): IN | |
| Schedule 13G | Page 4 of 7 |
| Item 1. (a) |
Name of Issuer: Immunocore Holdings plc |
| Item 1. (b) |
Address of Issuer's Principal Executive Offices: 92 Park Drive, Milton Park Abingdon, Oxfordshire OX14 4RY United Kingdom |
| Item 2. (a) |
Names of Persons Filing: 1. Ian Michael Laing 2. Caroline Elizabeth Laing |
| Item 2. (b) |
Address of Principal Business Office or, if none, Residence: 4 Charlbury Road Oxford OX2 6UT United Kingdom |
| Item 2. (c) |
Citizenship: Ian Michael Laing and Caroline Elizabeth Laing are citizens of the United Kingdom. |
| Item 2. (d) |
Title of Class of Securities: Ordinary Shares, nominal value £0.002 per share |
| Item 2. (e) |
CUSIP Number: 45258D105 |
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable. |
| Item 4. | Ownership |
| Item 4. (a) |
Amount Beneficially Owned: Ian Michael Laing and Caroline Elizabeth Laing may be deemed to beneficially own, in the aggregate, 2,358,650 Ordinary Shares, nominal value £0.002 per share (the "Shares"), of which 1,915,140 Ordinary Shares are held by Ian Michael Laing and 443,510 Ordinary Shares are held by Caroline Elizabeth Laing. |
| Item 4. (b) |
Percent of Class: The Shares represent approximately 5.4% of the Issuer's Ordinary Shares outstanding, based on 43,841,931 Ordinary Shares of the Issuer outstanding as of September 30, 2021, as set forth in the Issuer’s Form 6-K, filed on November 10, 2021. |
| Item 4. (c) |
Number of shares as to which such person has: Ian Michael Laing and Caroline Elizabeth Laing each have shared voting power and shared dispositive power in respect of 2,358,650 Ordinary Shares representing 5.4% of the Issuer's Ordinary Shares outstanding. Ian Michael Laing and Caroline Elizabeth Laing are husband and wife, and may be deemed to beneficially own the Ordinary Shares beneficially owned by the other person. |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Schedule 13G | Page 5 of 7 |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
See Exhibit 99.1.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
| Schedule 13G | Page 6 of 7 |
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: February 18, 2022
IAN MICHAEL LAING
| By: | /s/ Ian Michael Laing | |
| Name: | Ian Michael Laing |
CAROLINE ELIZABETH LAING
| By: | /s/ Caroline Elizabeth Laing | |
| Name: | Caroline Elizabeth Laing |
| Schedule 13G | Page 7 of 7 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Identification of Members of the Group | |
| 99.2 | Joint Filing Agreement, dated February 18, 2022, entered into by Ian Michael Laing and Caroline Elizabeth Laing. |