240.13d-102 Schedule 13G - Information to be included in statements filed
pursuant to 240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Achilles Therapeutics plc
(Title of Class of Securities)
Ordinary shares, nominal value £0.001 per share¹
(CUSIP Number)
00449L102²
(Date of Event Which Requires Filing of this Statement)
December 31, 2022
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[ ] 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.
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).
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).
1The holdings reported herein are held in the form of American Depositary Shares ("ADS"), which
each represent one ordinary share, nominal value of £0.001 per share of the Issuer (“Ordinary Shares”).
2The CUSIP Number listed throughout this filing is the CUSIP assigned to the ADS of the Issuer.
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CUSIP No. 00449L102
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(1) Names of reporting persons Point72 Asset Management, L.P.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,413,809**
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,413,809**
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(9) Aggregate amount beneficially owned by each reporting person
1,413,809**
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 3.6%
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(12) Type of reporting person (see instructions) PN
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**Consists of 1,413,809 American Depositary Shares, representing 1,413,809 Ordinary Shares.
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CUSIP No. 00449L102
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(1) Names of reporting persons Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,413,809**
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,413,809**
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(9) Aggregate amount beneficially owned by each reporting person
1,413,809**
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 3.6%
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(12) Type of reporting person (see instructions) CO
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**Consists of 1,413,809 American Depositary Shares, representing 1,413,809 Ordinary Shares.
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CUSIP No. 00449L102
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(1) Names of reporting persons Cubist Systematic Strategies, LLC
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 0
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(7) Sole dispositive power 0
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(8) Shared dispositive power 0
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(9) Aggregate amount beneficially owned by each reporting person
0
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 0%
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(12) Type of reporting person (see instructions) OO
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CUSIP No. 00449L102
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(1) Names of reporting persons Steven A. Cohen
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,413,809**
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,413,809**
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(9) Aggregate amount beneficially owned by each reporting person
1,413,809**
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 3.6%
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(12) Type of reporting person (see instructions) IN
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**Consists of 1,413,809 American Depositary Shares, representing 1,413,809 Ordinary Shares.
Item 1(a) Name of issuer:
Achilles Therapeutics plc
Item 1(b) Address of issuer's principal executive offices:
245 Hammersmith Road, London W6 8PW, United Kingdom
2(a) Name of person filing:
The holdings of the Issuer’s ordinary shares, nominal value £0.001 per share (“Ordinary Shares”)
reported herein are held in the form of American Depositary Shares (“ADS”), which each
represent one Ordinary Share. This statement is filed by: (i) Point72 Asset Management, L.P.
(“Point72 Asset Management”) with respect to Ordinary Shares held, in the form of ADSs, by an
investment fund it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”)
with respect to Ordinary Shares held, in the form of ADSs, by an investment fund managed by
Point72 Asset Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic
Strategies”) with respect to Ordinary Shares held, in the form of ADSs, by an investment fund it
manages; and (iv) Steven A. Cohen (“Mr. Cohen”) with respect to Ordinary Shares held, in the
form of ADSs, beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc.,
and Cubist Systematic Strategies.
reported herein are held in the form of American Depositary Shares (“ADS”), which each
represent one Ordinary Share. This statement is filed by: (i) Point72 Asset Management, L.P.
(“Point72 Asset Management”) with respect to Ordinary Shares held, in the form of ADSs, by an
investment fund it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”)
with respect to Ordinary Shares held, in the form of ADSs, by an investment fund managed by
Point72 Asset Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic
Strategies”) with respect to Ordinary Shares held, in the form of ADSs, by an investment fund it
manages; and (iv) Steven A. Cohen (“Mr. Cohen”) with respect to Ordinary Shares held, in the
form of ADSs, beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc.,
and Cubist Systematic Strategies.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of (i) Point72 Asset Management,
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902;
and (ii) Cubist Systematic Strategies is 55 Hudson Yards, New York, NY 10001.
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902;
and (ii) Cubist Systematic Strategies is 55 Hudson Yards, New York, NY 10001.
2(c) Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a
Delaware corporation. Cubist Systematic Strategies is a Delaware limited liability company.
Mr. Cohen is a United States citizen.
Delaware corporation. Cubist Systematic Strategies is a Delaware limited liability company.
Mr. Cohen is a United States citizen.
2(d) Title of class of securities:
Ordinary Shares, nominal value £0.001 per share
2(e) CUSIP Number:
00449L102
Item 3.
Not applicable
Item 4. Ownership
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Such information is as of the close of business on December 31, 2022.
each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Such information is as of the close of business on December 31, 2022.
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and
Mr. Cohen own directly no ADSs or Ordinary Shares. Pursuant to an investment
management agreement, Point72 Asset Management maintains investment and voting
power with respect to the securities held by an investment fund it manages. Point72 Capital
Advisors Inc. is the general partner of Point72 Asset Management. Pursuant to an investment
management agreement, Cubist Systematic Strategies maintains investment and voting power
with respect to the securities held by an investment fund it manages. Mr. Cohen controls
each of Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist Systematic
Strategies. The filing of this statement should not be construed as an admission that any of the
foregoing persons or any reporting person is, for the purposes of Section 13 of the Act, the
beneficial owner of the Ordinary Shares reported herein.
Mr. Cohen own directly no ADSs or Ordinary Shares. Pursuant to an investment
management agreement, Point72 Asset Management maintains investment and voting
power with respect to the securities held by an investment fund it manages. Point72 Capital
Advisors Inc. is the general partner of Point72 Asset Management. Pursuant to an investment
management agreement, Cubist Systematic Strategies maintains investment and voting power
with respect to the securities held by an investment fund it manages. Mr. Cohen controls
each of Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist Systematic
Strategies. The filing of this statement should not be construed as an admission that any of the
foregoing persons or any reporting person is, for the purposes of Section 13 of the Act, the
beneficial owner of the Ordinary Shares reported herein.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following [X].
Item 6. Ownership of More than 5 Percent on Behalf of
Another Person.
See Item 2(a)
Item 7. Identification and Classification of the
Subsidiary Which Acquired
the Security Being Reporting on by the Parent Holding Company or Control
Person.
Not applicable
Item 8. Identification and Classification of
Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
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 14, 2023
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
CUBIST SYSTEMATIC STRATEGIES, LLC
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person