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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Autolus Therapeutics plc (Name of Issuer) |
Ordinary Shares, nominal value $0.000042 per share, and American Depositary Shares ("ADS"). Each ADS represents one Ordinary Share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
MAK Capital Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,621,487.00 | ||||||||
| 10 | Check box 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)
12.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: For Item 9: Represents 33,621,487 American Depositary Shares ("ADS"), each representing one ordinary share, par value $0.000042 per share. For Item 11: The calculation is based upon 266,155,786 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share, outstanding as of May 13, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
MAK CAPITAL ONE LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,621,487.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: For Item 9: Represents 33,621,487 American Depositary Shares ("ADS"), each representing one ordinary share, par value $0.000042 per share. For Item 11: The calculation is based upon 266,155,786 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share, outstanding as of May 13, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Kaufman Michael A | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,621,487.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For Item 9: Represents 33,621,487 American Depositary Shares ("ADS"), each representing one ordinary share, par value $0.000042 per share. For Item 11: The calculation is based upon 266,155,786 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share, outstanding as of May 13, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Autolus Therapeutics plc | |
| (b) | Address of issuer's principal executive offices:
THE MEDIAWORKS, 191 WOOD LANE, LONDON, UNITED KINGDOM, W12 7FP. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G/A is being filed by:
i. MAK Capital Fund LP ("MAK Fund")
ii. MAK Capital One L.L.C. ("MAK Capital"); and
iii. Michael A. Kaufman ("Mr. Kaufman," and collectively with MAK Fund and MAK Capital, the "Reporting Persons")
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| (b) | Address or principal business office or, if none, residence:
The principal business address of (i) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda; and (ii) MAK Capital and Mr. Kaufman is 590 Madison Avenue, 31st Floor, New York, NY 10022.
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| (c) | Citizenship:
MAK Capital Fund LP is a Bermuda limited partnership.
MAK Capital One L.L.C. is a Delaware limited liability company.
Mr. Kaufman is a United States citizen. | |
| (d) | Title of class of securities:
Ordinary Shares, nominal value $0.000042 per share, and American Depositary Shares ("ADS"). Each ADS represents one Ordinary Share | |
| (e) | CUSIP No.:
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| Item 3. | 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | 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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
33,621,487
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| (b) | Percent of class:
12.6%
The calculation is based upon 266,155,786 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share, outstanding as of May 13, 2026, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
33,621,487 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
33,621,487 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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.
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Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13G/A (including amendments thereto)
with respect to the Ordinary Shares (represented by ADS, each of which
represents one Ordinary Share) of Autolus Therapeutics plc and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint
filings. It is understood and agreed that the joint filing of the Schedule
13G/A shall not be construed as an admission that the persons named herein
constitute a group for purposes of Regulation 13D-G of the Securities
Exchange Act of 1934, as amended.
Dated: May 15, 2026
MAK CAPITAL FUND LP
By: MAK GP LLC, general partner
By: /s/ Michael A. Kaufman
______________________________
Michael A. Kaufman, Managing Member
MAK CAPITAL ONE L.L.C.
By: /s/ Michael A. Kaufman
______________________________
Michael A. Kaufman, Managing Member
/s/ Michael A. Kaufman
______________________________
MICHAEL A. KAUFMAN