Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Silence Therapeutics Plc (Name of Issuer) |
Ordinary Shares, nominal value of GBP0.05 per share (Title of Class of Securities) |
G8128Y157 (CUSIP Number) |
Richard Ian Griffiths Floor 1 Liberation Station, Esplanade St Helier, Y9, JE2 3AS 44-1534-719761 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | G8128Y157 |
| 1 |
Name of reporting person
Richard Ian Griffiths | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,283,897.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Consists of (i) 19,221,525 ordinary shares represented by American Depositary Shares ("ADSs") held by Ora Capital Limited; (ii) 1,815,522 ordinary shares represented by ADSs held by Sarossa Plc; (iii) 3,067,896 ordinary shares represented by ADSs held by Cream Capital Limited; (iv) 300,000 ordinary shares represented by ADSs held by Blake Holdings Limited; (v) 360,000 ordinary shares represented by ADSs held by Ora Ventures Limited; (vi) 190,500 ordinary shares represented by ADSs held by Pinkey's Limited; and (vii) 4,328,454 ordinary shares represented by ADSs held by Mr. Griffiths. Each ADS represents, and at the holder's option is convertible into, three ordinary shares of the Issuer. Mr. Griffiths is a director and the controlling shareholder of each of Ora Capital Limited, Ora Ventures Limited, Blake Holdings Limited, Sarossa Plc and Cream Capital Limited and a controlling shareholder of Pinkey's Limited and possesses the power to direct the voting and disposition of these shares.** This percentage is calculated based upon the 141,664,074 outstanding ordinary shares of the Issuer, as disclosed in the Issuer's Statement of Capital filed with the Companies House on December 11, 2024.
SCHEDULE 13D
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| CUSIP No. | G8128Y157 |
| 1 |
Name of reporting person
Ora Capital Limited | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,221,525.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Consists of 19,221,525 ordinary shares represented by ADSs held by Ora Capital Limited.** This percentage is calculated based upon the 141,664,487 outstanding ordinary shares of the Issuer, as disclosed in the Issuer's Statement of Capital filed with the Companies House on December 11, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value of GBP0.05 per share | |
| (b) | Name of Issuer:
Silence Therapeutics Plc | |
| (c) | Address of Issuer's Principal Executive Offices:
72 Hammersmith Road, London,
UNITED KINGDOM
, W14 8TH. | |
Item 1 Comment:
Explanatory NoteThis Amendment No. 6 to Schedule 13D (this "Amendment"), which amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 15, 2022, as amended on July 20, 2022, October 20, 2022, August 14, 2023, March 27, 2024 and December 18, 2024 (the "Schedule 13D") on behalf of Richard Ian Griffiths, relates to the ordinary shares, nominal value (pound) 0.05 per share (the "Shares"), of Silence Therapeutics plc (the "Issuer"). This Amendment is being filed to reflect the open market transactions of the Issuer's ADSs by the Reporting Person together with dilution as a result of an increase in the share capital of the Issuer. Except as amended and supplemented hereby, the Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Richard Ian Griffiths | |
| (b) | Floor 1 Liberation Station, Esplanade, St Helier, Jersey, JE2 4JD | |
| (c) | The principal business of Ora is capital investments. The principal business of Mr. Griffiths is serving as chairman of Sarossa Plc and Ora Limited. | |
| (d) | n/a | |
| (e) | n/a | |
| (f) | Jersey, Channel Islands | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Mr. Griffiths purchased an aggregate of 672,632 ADSs in open market transactions between March 31, 2025 and December 17, 2024 for an aggregate price of $3.0M. All purchases were for cash and were funded by companies or personal funds of Mr. Griffiths. | ||
| Item 4. | Purpose of Transaction | |
This Amendment does not change the information previously reported under this item. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a)-(b) Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference. | |
| (b) | N/A | |
| (c) | (c) Except as set forth in Schedule 1, none of the Reporting Persons has effected any transactions in shares of the Issuers Common Stock during the last 60 days. | |
| (d) | (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
n/a | ||
| Item 7. | Material to be Filed as Exhibits. | |
A. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.B. Schedule 1 Transactions in ADSs During the Past Sixty Days | ||
| 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.
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