Item 1. Security and Issuer
This Statement on Schedule 13D (this
Schedule 13D
) relates to ordinary shares, nominal value £0.01 per share (the
Ordinary Shares
), including Ordinary Shares represented by American Depositary Shares (the
ADSs
and together with the Ordinary Shares, collectively the
NST Shares
), with each ADS representing
one Ordinary Share of Nightstar Therapeutics plc, a public limited company incorporated in England and Wales (the
Issuer
or
NST
). The Issuers principal executive offices are located at 10 Midford Place, 2
nd
Floor, London W1T 5BJ, United Kingdom.
Item 2. Identity and Background
This Schedule 13D is being filed jointly, pursuant to a joint filing agreement included as Exhibit 1.01 hereto, by:
1. Biogen Inc., a Delaware corporation (
Biogen
). The principal business office of Biogen is 225 Binney Street, Cambridge,
MA 02142. Biogen is focused on discovering, developing and delivering worldwide innovative therapies for people living with serious neurological and neurodegenerative diseases.
2. Biogen Switzerland Holdings GmbH, a limited liability company incorporated in Switzerland (
Biogen Switzerland
and
together with Biogen, the
Reporting Persons
). The principal business office of Biogen Switzerland is Neuhofstrasse 30, 6340 Baar, Switzerland. Biogen Switzerland is an indirect wholly-owned subsidiary of Biogen.
Set forth on Schedule A to this Schedule 13D, and incorporated herein by reference, is a list of the executive officers and
directors of the Reporting Persons, which contains the following information with respect to each such person: (a) name, (b) business address, (c) present principal occupation or employment and the name, principal business and address
of the corporation or other organization in which such employment is conducted and (d) citizenship.
During the last five years, none
of the Reporting Persons nor, to the best of the Reporting Persons knowledge, any of the persons listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration
As described in response to Item 4, the NST Shares to which this Schedule 13D relates have not been purchased by
Biogen or Biogen Switzerland, and thus no funds were used for such purpose. In connection with the entry by Biogen Switzerland and Tungsten Bidco Limited, a limited liability company incorporated in England and Wales and wholly-owned subsidiary of
Biogen Switzerland (
Bidco
), into the Implementation Agreement described in Item 4, (i) New Enterprise Associates 2015, Limited Partnership and New Enterprises Associates 15, limited Partnership (together
NEA
), (ii) Syncona Portfolio Limited (together with NEA, the
Specified NST Shareholders
) and (iii) each of the directors of NST (collectively, the
Director Shareholders
and together
with the Specified NST Shareholders, the
Undertaking Parties
) entered into a Shareholders Irrevocable Undertaking (the
Shareholders Irrevocable Undertakings
) or a Directors Irrevocable
Undertaking (the
Directors Irrevocable Undertakings
and together with the Shareholders Irrevocable Undertakings, the
Irrevocable Undertakings
), as applicable, with Biogen Switzerland with respect to
the NST Shares held by such Undertaking Party. Neither Biogen nor Biogen Switzerland paid additional consideration to the Undertaking Parties in connection with the execution and delivery of the Irrevocable Undertakings. For a description of the
Irrevocable Undertakings, see Item 4 below, which description is incorporated herein by reference in response to this Item 3.
Item 4.
Purpose of Transaction
Item 3 is incorporated by reference in this Item 4 as if fully set forth herein.
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