FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Syncona Portfolio Ltd 		2. Issuer Name and Ticker or Trading Symbol

Nightstar Therapeutics plc [ NITE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ARNOLD HOUSE, ST JULIAN'S AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/7/2019
(Street)

ST PETER PORT, Y7 GY1 3RD
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares   (1) 6/7/2019     D    13203922   D $25.50   (2) 0   D   (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The ordinary shares, nominal value GBP 0.01 per share, of Nightstar Therapeutics plc (the "Issuer") may be represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.
(2)  In connection with the acquisition by Tungsten Bidco Limited of the entire issued and to be issued share capital of the Issuer on June 7, 2019 by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, each ordinary share was exchanged for a payment equal to $25.50 per share.
(3)  The shares are owned directly by Syncona Portfolio Limited ("Syncona Portfolio") and indirectly by Syncona Holdings Limited ("Syncona Holdings") and Syncona Limited ("Syncona Limited"). Syncona Portfolio is a wholly owned subsidiary of Syncona Holdings, and Syncona Holdings is a wholly controlled subsidiary of Syncona Limited ("Syncona Limited"), a publicly-listed company. Investment and voting decisions with respect to these shares are made by Syncona Portfolio, acting upon the recommendation of an investment committee of Syncona Investment Management Limited, also a subsidiary of Syncona Holdings. Each of these entities disclaims beneficial ownership except to the extent of its pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Syncona Portfolio Ltd
ARNOLD HOUSE, ST JULIAN'S AVENUE
ST PETER PORT, Y7 GY1 3RD
X

Syncona Holdings Ltd
ARNOLD HOUSE, ST JULIAN'S AVENUE
ST PETER PORT, Y7 GY1 3RD
X

Syncona Ltd
ARNOLD HOUSE, ST JULIAN'S AVENUE
ST PETER PORT, Y7 GY1 3RD
X

Syncona Investment Management Ltd
2ND FLOOR, 8 BLOOMSBURY STREET
LONDON, X0 WC1B 3SR
X


Signatures
Syncona Portfolio Limited, By: Nicholas Moss, Director, /s/ Nicholas Moss 6/11/2019
** Signature of Reporting Person Date

Syncona Holdings Limited, By: Nicholas Moss, Director, /s/ Nicholas Moss 6/11/2019
** Signature of Reporting Person Date

Syncona Investment Management Limited, By: Martin Murphy, Director, /s/ Martin Murphy 6/11/2019
** Signature of Reporting Person Date

Syncona Limited, By: Nicholas Moss, Director, /s/ Nicholas Moss 6/11/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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