AstraZeneca PLC — Major Shareholding Notification 2016

Feb 5, 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

APPLIED GENETIC TECHNOLOGIES CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

03820J100

(CUSIP Number)

Adrian Kemp

AstraZeneca PLC

2 Kingdom Street, London W2 6BD

Telephone: +44 20 7604 8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2015

(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)

¨ Rule 13d-1(c)

x 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 03820J100 13G/A Page 2 of 7 Pages

| 1. | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ASTRAZENECA PLC | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions) (a) ¨ (b) ¨ | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION ENGLAND AND WALES | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER -0- |
| | 6. | SHARED VOTING POWER -0- |
| | 7. | SOLE DISPOSITIVE POWER -0- |
| | 8. | SHARED DISPOSITIVE POWER -0- |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) -0-% | |
| 12. | TYPE OF REPORTING PERSON (see
instructions) CO | |

CUSIP No. 03820J100 13G/A Page 3 of 7 Pages

| 1. | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MEDIMMUNE VENTURES, INC. EIN # 06-1641145 | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions) (a) ¨ (b) ¨ | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION DELAWARE | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER -0- |
| | 6. | SHARED VOTING POWER -0- |
| | 7. | SOLE DISPOSITIVE POWER -0- |
| | 8. | SHARED DISPOSITIVE POWER -0- |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) -0-% | |
| 12. | TYPE OF REPORTING PERSON (see
instructions) CO | |

CUSIP No. 03820J100 13G/A Page 4 of 7 Pages

Item 1.

(a)	Name of Issuer Applied Genetic Technologies Corporation, a corporation organized under the laws of Delaware
(b)	Address of Issuer’s Principal Executive Offices 11801 Research Dr, Suite D Alachua, FL 32615

Item 2.

| (a),(c) | Name and Citizenship of Person Filing AstraZeneca PLC, a corporation organized under the laws of England and Wales (the “Parent”) MedImmune Ventures, Inc., a corporation organized under the laws of Delaware and an
indirect wholly-owned subsidiary of the Parent (the “Purchaser”). Note: See
Exhibit A, Joint Filing Agreement, filed as Exhibit A to the Reporting Persons’ Schedule 13G, filed February 17, 2015, which Exhibit is incorporated herein by reference. |
| --- | --- |
| (b) | Address of the Principal Office or, if none, residence The address of the Parent is: 2 Kingdom Street London, W2 6BD The address of the Purchaser is: One MedImmune Way Gaithersburg, MD 20878 |
| (d) | Title of Class of Securities Common Stock, $0.001 par value per share |
| (e) | CUSIP Number 03820J100 |

CUSIP No. 03820J100 13G/A Page 5 of 7 Pages

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).
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned: -0-
(b)	Percent of class: -0-%
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote: -0-
	(ii)	Shared power to vote or to direct the vote: -0-
	(iii)	Sole power to dispose or to direct the disposition of: -0-
	(iv)	Shared power to dispose or to direct the disposition of: -0-

Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

CUSIP No. 03820J100 13G/A Page 6 of 7 Pages

Item 5. Ownership of Five 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 five percent of the class of securities, check the following x .

Instruction . Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

NOT APPLICABLE

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

NOT APPLICABLE

Item 8. Identification and Classification of Members of the Group.

This Schedule is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) by each of the Reporting Persons. Each of the Reporting Persons hereby disclaims the existence and membership in a “group”. See Exhibit A, Joint Filing Agreement, to the Reporting Persons’ Schedule 13G, filed February 17, 2015, which is incorporated herein by reference.

Item 9. Notice of Dissolution of Group.

NOT APPLICABLE

Item 10. Certification.

NOT APPLICABLE

CUSIP No. 03820J100 13G/A Page 7 of 7 Pages

SIGNATURES

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 as of February 4, 2016

ASTRAZENECA PLC
By:	/s/ Adrian Kemp
	Name: Adrian Kemp
	Title: Company Secretary
MEDIMMUNE VENTURES, INC.
By:	/s/ Samuel Wu
	Name: Samuel Wu
	Title: Managing Director