Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSON

  I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Peter Bauer

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,377,243 (1)

  SHARED VOTING POWER

  2,183,121 (2)

  SOLE DISPOSITIVE POWER

  1,377,243 (1)

  SHARED DISPOSITIVE POWER

  2,183,121 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,560,364

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  5.32% (3)

  TYPE OF REPORTING PERSON

  IN

Consists of (i) 974,376 ordinary shares held by the Declaration of Trust of Peter Bauer, of which Mr. Bauer is the sole trustee and a beneficiary; and (ii) 402,867 ordinary shares issuable to Mr. Bauer upon the exercise of share options exercisable within 60 days of December 31, 2021.

Consists of (i) 1,898,577 ordinary shares held by Rock Trustees Limited as Trustee of the Butterworth Trust, of which Mr. Bauer is a beneficiary; (ii) 275,000 ordinary shares held by the Metta Charitable Foundation, a charitable foundation established by Mr. Bauer and his spouse, and pursuant to which Mr. Bauer exercises shared voting and dispositive power over the ordinary shares held by the Metta Charitable Foundation; and (iii) 9,544 ordinary shares held by The Bauer Irrevocable Trust  2020, which is a trust maintained for the benefit of Mr Bauers children. As trustee of the Butterworth Trust, Rock Trustees Limited exercises dispositive power over the shares held by the Butterworth Trust. Mr. Bauer disclaims beneficial ownership of the shares held by The Bauer Irrevocable Trust2020, except to the extent, if any, of his pecuniary interest therein.

The percent of class was calculated based on 66,907,431 ordinary shares outstanding as of December 31, 2021.

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:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Ownership.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.