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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-39431
Freeline Therapeutics Holdings plc
(Exact name of registrant as specified in its charter)
Sycamore House
Gunnels Wood Road
Stevenage, Hertfordshire SG1 2BP
United Kingdom
+44 (0)1438 906870
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American Depositary Shares, each representing fifteen ordinary shares,
Ordinary shares, nominal value £0.00001 per share *
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
| * | Not for trading, but only in connection with the registration of the American Depositary Shares. |
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) |
☒ | |
| Rule 12g-4(a)(2) |
☐ | |
| Rule 12h-3(b)(1)(i) |
☒ | |
| Rule 12h-3(b)(1)(ii) |
☐ | |
| Rule 15d-6 |
☐ | |
| Rule 15d-22(b) |
☐ |
Approximate number of holders of record as of the certification or notice date: one
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Freeline Therapeutics Holdings plc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date: March 1, 2024
| FREELINE THERAPEUTICS HOLDINGS PLC | ||
| By: | /s/ Michael J. Parini | |
| Name: | Michael J. Parini | |
| Title: | Chief Executive Officer | |
