NITE / Capitol Series Trust - The Nightview Fund - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

NITE / Nightstar Therapeutics plc / Redmile Group, LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 (Title of Class of Securities) 65413A101 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

NITE / Nightstar Therapeutics plc / Woodford Investment Management LLP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Final Amendment (Amendment No.

NITE / Nightstar Therapeutics plc 15-12B - - 15-12B

15-12B 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: 001-38217 Nightstar Therapeutics plc (Exact name of registrant as sp

NITE / Nightstar Therapeutics plc / New Enterprise Associates 15, L.p. - NEW ENTERPRISE ASSOCIATES 15, L.P. - NIGHTSTAR THERAPEUTICS PLC 13D/A(#3) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 (represented by American Depositary Shares) (Title of Class of Securities) 65413A101 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, S

NITE / Nightstar Therapeutics plc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 10, 2019 Registration No.

NITE / Nightstar Therapeutics plc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 10, 2019 Registration No.

Amended and restated articles of association of Nightstar Therapeutics Limited, adopted on June 10, 2019.

EX-3.1 EXHIBIT 3.1 NIGHTSTAR THERAPEUTICS LIMITED ARTICLES OF ASSOCIATION Adopted pursuant to a Special Resolution passed on 10 June 2019 TABLE OF CONTENTS Page 1. Exclusion of Model Articles (and any Other Prescribed Regulations) 1 2. Interpretation 1 3. Form of Resolution 3 4. Capital 3 5. Limited Liability 4 6. Change of Name 4 7. Power to Attach Rights to Shares 4 8. Allotment of Shares and Pr

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2019 Nightstar Therapeutics plc (Exact Name of Registrant as Specified in Its Charter) England and Wales 001-38217 98-1413750 (State or Other Jurisdiction of Incorporation

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2019 Nightstar Therapeutics plc (Exact Name of Registrant as Specified in Its Charter) England and Wales 001-38217 98-1413750 (State or Other Jurisdiction of Incorpor

NIGHTSTAR THERAPEUTICS PLC UPDATE TO TIMETABLE RELATING TO THE ACQUISITION BY BIOGEN

Exhibit 99.1 Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 29 May 2019 NIGHTSTAR THERAPEUTICS PLC UPDATE TO TIMETABLE RELATING TO THE ACQUISITION BY BIOGEN Nightstar Therapeutics p

NITE / Nightstar Therapeutics plc 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38217 Nightstar

Articles of Association of Nightstar Therapeutics plc, as amended

Exhibit 3.1 NIGHTSTAR THERAPEUTICS PLC ARTICLES OF ASSOCIATION Adopted by Special Resolution on 28 September 2017, and amended on 8 May 2019 TABLE OF CONTENTS Page 1. Exclusion of Model Articles (and any Other Prescribed Regulations) 1 2. Interpretation 1 3. Form of Resolution 3 4. Capital 3 5. Limited Liability 4 6. Change of Name 4 7. Power to Attach Rights to Shares 4 8. Allotment of Shares and

Amendment to the Articles of Association of Nightstar Therapeutics plc.

EX-3.1 Exhibit 3.1 May 8, 2019 Amendment to the Articles of Association of Nightstar Therapeutics plc The Articles of Association of Nightstar Therapeutics plc are amended by the adoption and inclusion of the following new article 141 after existing article 140: 141. SCHEME OF ARRANGEMENT 141.1 In this Article, references to the “Scheme” are to the scheme of arrangement dated 9 April 2019 between

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2019 Nightstar Therapeutics plc (Exact Name of Registrant as Specified in Its Charter) England and Wales (State or Other Jurisdiction of Incorporation) 001-38217 98-14

NIGHTSTAR THERAPEUTICS PLC SHAREHOLDERS APPROVE SCHEME OF ARRANGEMENT FOR ACQUISITION BY BIOGEN AT GENERAL MEETING AND COURT MEETING HELD ON 8 MAY 2019

EX-99.1 Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 8 May 2019 NIGHTSTAR THERAPEUTICS PLC SHAREHOLDERS APPROVE SCHEME OF ARRANGEMENT FOR ACQUISITION BY BIOGEN AT GENERAL MEETING

NITE / Nightstar Therapeutics plc DEFA14A DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

NITE / Nightstar Therapeutics plc 10-K/A Annual Report 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38

NITE / Nightstar Therapeutics plc DEFA14A DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Polygon Global Partners LLP

Exhibit 99.1 Polygon Global Partners LLP 4 Sloane Terrace London SW1X 9DQ United Kingdom T +44 20 7901 8300 F +44 20 7901 8301 www.polygoninv.com April 17, 2019 Board of Directors Nightstar Therapeutics plc 10 Midford Place, 2nd Floor London United Kingdom W1T 5BJ Attn: Chris Hollowood, Chairman of the Board of Directors Dear Chris: Polygon Global Partners LLP acts as investment advisor to clients

NITE / Nightstar Therapeutics plc / Polygon Global Partners Llp - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

Registered in England and Wales No. 8551822. Registered Office: 10 Midford Place, 2nd Floor, London, W1T 5BJ

Exhibit 99.2 10 Midford Place 2nd Floor London W1T 5BJ T: +44 (0)20 7611 2077 E: [email protected] www.nightstartx.com 24 April 2019 Polygon Global Partners LLP 4 Sloane Terrace London SW1X 9DQ United Kingdom Attention: Dan Leather and Bechara Nasr, Portfolio Managers Dear Dan and Bechara: Thank you for your letter dated 17 April 2019. We have carefully considered the points raised in your

April 24, 2019

Exhibit 99.3 Polygon Global Partners LLP T +44 20 7901 8300 4 Sloane Terrace F +44 20 7901 8301 London SW1X 9DQ United Kingdom www.polygoninv.com April 24, 2019 Board of Directors Nightstar Therapeutics plc 10 Midford Place, 2nd Floor London United Kingdom W1T 5BJ Attn: Chris Hollowood, Chairman of the Board of Directors Dear Chris: Thank you for your letter of earlier today. Please note that Poly

JOINT FILING AGREEMENT

Exhibit 99.4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) 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 13D (including additional amendments thereto) with respect to the shares of American Depository Shares, each representing one Ordinary share, nominal value £0.01 per

NITE / Nightstar Therapeutics plc DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

NITE / Nightstar Therapeutics plc / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Nightstar Therapeutics plc (Name of Issuer) Common Stock (Title of Class of Securities) 65413A101 (CUSIP Number) March 29, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

NITE / Nightstar Therapeutics plc DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

NITE / Nightstar Therapeutics plc DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

EX-24.1

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Bryan Yoon, Senthil Sundaram, and Bethany Calagione, signing singly and each acting individually, as the undersigned's true and lawful attorney in fact with full power and authority as hereinafter described to: (1) execute for and on behalf

NITE / Nightstar Therapeutics plc S-8

S-8 As filed with the Securities and Exchange Commission on March 18, 2019 Registration No.

NITE / Nightstar Therapeutics plc PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Subsidiaries of the registrant.

EXHIBIT 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Formation NightstaRx Limited England and Wales Nightstar, Inc. Delaware, USA Nightstar Europa Limited Ireland

NITE / Nightstar Therapeutics plc 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38217 Nightstar Thera

Employment Agreement by and between Nightstar, Inc. and Bryan Yoon, dated as of September 29, 2017.

EXHIBIT 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), dated and entered into as of the 29th day of September, 2017 ("Effective Date"), by and between Nightstar, Inc., a Delaware corporation and wholly owned subsidiary of Nightstar Therapeutics Limited, a company incorporated under the laws of England and Wales (hereinafter referred to together as the "Company"), and Seokh

Employment Agreement by and between NightstaRx Limited and Tuyen Ong, dated as of June 1, 2017.

EXHIBIT 10.8 NIGHTSTARX LIMITED EMPLOYMENT AGREEMENT AGREEMENT, dated and entered into as of the 1st day of June, 2017 (“Effective Date”), by and between NightstaRx Limited, a company registered in England and Wales (the “Company”), and Tuyen Ong, (the “Employee”). WHEREAS, the Company desires to engage the full-time services of the Employee; WHEREAS, the Employee desires to be so employed by the

Amended and Restated Employment Agreement by and between Nightstar, Inc. and Gregory Robinson, dated as of October 20, 2017.

EXHIBIT 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated and entered into as of the 20th day of October, 2017 (“Effective Date”), by and between Nightstar, Inc., a Delaware corporation and wholly owned subsidiary of Nightstar Therapeutics plc, a company incorporated under the laws of England and Wales (hereinafter referred to t

Form of Deed of Indemnity between the registrant and each of its officers and directors.

EXHIBIT 10.12 215 Euston Road London NW1 2BE T: +44 (0)20 7611 2077 E: [email protected] www.nightstartx.com [Date] Dear [-], Nightstar Therapeutics plc (the “Company”) and your role as a director/officer of the Company As you are aware the Articles of Association of the Company (the “Articles”) contain provisions, at Article 140, granting an indemnity to the directors and officers of the

Nightstar Therapeutics plc 2017 Equity Incentive Plan and forms of award agreement thereunder.

EXHIBIT 10.1 NIGHTSTAR THERAPEUTICS PLC 2017 EQUITY INCENTIVE PLAN Adopted by the Board on 12 September 2017 and approved by Shareholders on 14 September 2017 Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London EC2M 1QS, UK T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 www.cooley.com 150403203 v6 Table of Contents Page 1. PURPOSE 4 2. ELIGIBILITY 4 3. ADMINISTRATION AND DELEGATION 4 3.1 Admin

Employment Agreement by and between NightstaRx Limited and Senthil Sundaram, dated as of March 21, 2017.

EXHIBIT 10.9 NIGHTSTARX LIMITED EMPLOYMENT AGREEMENT AGREEMENT, dated and entered into as of the 21st day of March, 2017 ("Effective Date"), by and between NightstaRx Limited, a company registered in England and Wales (the "Company"), and Senthil Sundaram (the "Employee"). WHEREAS, the Company desires to engage the full-time services of the Employee; WHEREAS, the Employee desires to be so employed

NITE / Nightstar Therapeutics plc / Syncona Portfolio Ltd - SCHEDULE 13G/A (AMENDMENT NO. 2) Passive Investment

Schedule 13G/A (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 per share (Title of Class of Securities) 65413A101 (CUSIP Number) March 4, 2019 (Date of Event which Requires Filing of this Statement) Chec

Joint Filing Agreement

EX-1.01 EXHIBIT 1.01 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13D to which this Joint Filing Agreement is annexed as Exhibit 1.01, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: March 14, 2019 Biogen Inc. By: /s/ Jame

NITE / Nightstar Therapeutics plc / BIOGEN INC. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 (Title of Class of Securities) 65413A101 (CUSIP Number) Susan H. Alexander, Esq. Executive Vice President, Chief Legal Officer and Secretary Biogen Inc. 225 Binney Street Cambridge, MA

AGREEMENT

Exhibit 99.1 Exhibit 99.1 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 (including amendments thereto) with respect to the Ordinary Shares (represented by ADS, each of which represents one Ordinary Share) of Nightstar Therapeutics plc and fu

SHAREHOLDER’S IRREVOCABLE UNDERTAKING

Exhibit 99.2 Exhibit 99.2 EXECUTION VERSION SHAREHOLDER’S IRREVOCABLE UNDERTAKING To: Biogen Switzerland Holdings GmbH (the “Offeror”) Neuhofstrasse 30, 6340 Baar, Switzerland From: [●] 4 March 2019 Dear Sirs, Proposed acquisition of Nightstar Therapeutics plc (“NST”) – Deed of Irrevocable Undertaking 1. We understand that the Offeror intends to make an offer to acquire the entire issued and to be

NITE / Nightstar Therapeutics plc / New Enterprise Associates 15, L.p. - NEW ENTERPRISE ASSOCIATES 15, L.P. - NIGHTSTAR THERAPEUTICS PLC 13D/A(#2) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 (represented by American Depositary Shares) (Title of Class of Securities) 65413A101 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, S

NITE / Nightstar Therapeutics plc DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

RECOMMENDED ACQUISITION NIGHTSTAR THERAPEUTICS PLC (“NIGHTSTAR”) TUNGSTEN BIDCO LIMITED (“BIDCO”) a wholly-owned subsidiary of BIOGEN SWITZERLAND HOLDINGS GMBH (“BIDDER”) (to be implemented by way of a scheme of arrangement under Part 26 of the Compa

EX-99.3 5 d701876dex993.htm EX-99.3 Exhibit 99.3 Nightstar Therapeutics plc reaches agreement to be acquired by Biogen • Biogen to acquire Nightstar for US$ 25.50 per share in cash • Transaction expected to be completed by mid-year 2019 4 March 2019 WALTHAM, Mass. and LONDON, 4 March 2019 (GLOBE NEWSWIRE) – Nightstar Therapeutics plc (“Nightstar”) (NASDAQ: NITE), a clinical-stage gene therapy comp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d701876d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2019 Nightstar Therapeutics plc (Exact Name of Registrant as Specified in Its Charter) England and Wales (State or Other Jurisdiction of Incorpo

Implementation Agreement, dated as of March 4, 2019, by and among Biogen Switzerland Holdings GmbH, Tungsten Bidco Limited and Nightstar Therapeutics plc.

EX-2.1 Exhibit 2.1 Execution Version 4 MARCH 2019 (1) BIOGEN SWITZERLAND HOLDINGS GMBH (2) TUNGSTEN BIDCO LIMITED (3) NIGHTSTAR THERAPEUTICS PLC IMPLEMENTATION AGREEMENT Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street Canary Wharf London E14 5DS TABLE OF CONTENTS 1. INTERPRETATION 1 2. CASH CONSIDERATION 17 3. INDICATIVE TIMETABLE 18 4. CONDITIONS 18 5. IMPLEMENTATION OF THE ACQUISITI

DIRECTOR’S IRREVOCABLE UNDERTAKING

EX-99.2 Exhibit 99.2 EXECUTION VERSION DIRECTOR’S IRREVOCABLE UNDERTAKING To: Biogen Switzerland Holdings GmbH (the “Offeror”) Neuhofstrasse 30, 6340 Baar, Switzerland From: [Director] c/o Nightstar Therapeutics plc 9-10 Midford Place London, England, W1T 5BJ, United Kingdom March 4, 2019 Dear Sirs Proposed acquisition of Nightstar Therapeutics plc (“Nightstar”) – Deed of Irrevocable Undertaking D

SHAREHOLDER’S IRREVOCABLE UNDERTAKING

EX-99.1 Exhibit 99.1 EXECUTION VERSION SHAREHOLDER’S IRREVOCABLE UNDERTAKING To: Biogen Switzerland Holdings GmbH (the “Offeror”) Neuhofstrasse 30, 6340 Baar, Switzerland From: [•] 4 March 2019 Dear Sirs, Proposed acquisition of Nightstar Therapeutics plc (“NST”) – Deed of Irrevocable Undertaking 1. We understand that the Offeror intends to make an offer to acquire the entire issued and to be issu

Nightstar Employee Note

EX-99.4 Exhibit 99.4 Nightstar Employee Note Nightstar team, I am writing to you with an exciting update about our company. We have just announced that Nightstar has reached an agreement to be acquired by Biogen. This is an exciting development for all of us and recognizes the value of the work we have done together to develop a pipeline of novel and potentially curative retinal gene therapies. Bi

Implementation Agreement, dated as of March 4, 2019, by and among Biogen Switzerland Holdings GmbH, Tungsten Bidco Limited and Nightstar Therapeutics plc.*

EX-2.1 Exhibit 2.1 Execution Version 4 MARCH 2019 (1) BIOGEN SWITZERLAND HOLDINGS GMBH (2) TUNGSTEN BIDCO LIMITED (3) NIGHTSTAR THERAPEUTICS PLC IMPLEMENTATION AGREEMENT Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street Canary Wharf London E14 5DS TABLE OF CONTENTS 1. INTERPRETATION 1 2. CASH CONSIDERATION 17 3. INDICATIVE TIMETABLE 18 4. CONDITIONS 18 5. IMPLEMENTATION OF THE ACQUISITI

Announcement, dated March 4, 2019.

EX-99.3 5 d701876dex993.htm EX-99.3 Exhibit 99.3 Nightstar Therapeutics plc reaches agreement to be acquired by Biogen • Biogen to acquire Nightstar for US$ 25.50 per share in cash • Transaction expected to be completed by mid-year 2019 4 March 2019 WALTHAM, Mass. and LONDON, 4 March 2019 (GLOBE NEWSWIRE) – Nightstar Therapeutics plc (“Nightstar”) (NASDAQ: NITE), a clinical-stage gene therapy comp

NITE / Nightstar Therapeutics plc FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2019 Nightstar Therapeutics plc (Exact Name of Registrant as Specified in Its Charter) England and Wales (State or Other Jurisdiction of Incorporation) 001-38217 98-

Message from David Fellows to Employees, dated March 4, 2019.

EX-99.4 Exhibit 99.4 Nightstar Employee Note Nightstar team, I am writing to you with an exciting update about our company. We have just announced that Nightstar has reached an agreement to be acquired by Biogen. This is an exciting development for all of us and recognizes the value of the work we have done together to develop a pipeline of novel and potentially curative retinal gene therapies. Bi

Form of Director’s Irrevocable Undertaking.

EX-99.2 Exhibit 99.2 EXECUTION VERSION DIRECTOR’S IRREVOCABLE UNDERTAKING To: Biogen Switzerland Holdings GmbH (the “Offeror”) Neuhofstrasse 30, 6340 Baar, Switzerland From: [Director] c/o Nightstar Therapeutics plc 9-10 Midford Place London, England, W1T 5BJ, United Kingdom March 4, 2019 Dear Sirs Proposed acquisition of Nightstar Therapeutics plc (“Nightstar”) – Deed of Irrevocable Undertaking D

Form of Shareholder’s Irrevocable Undertaking.

EX-99.1 Exhibit 99.1 EXECUTION VERSION SHAREHOLDER’S IRREVOCABLE UNDERTAKING To: Biogen Switzerland Holdings GmbH (the “Offeror”) Neuhofstrasse 30, 6340 Baar, Switzerland From: [•] 4 March 2019 Dear Sirs, Proposed acquisition of Nightstar Therapeutics plc (“NST”) – Deed of Irrevocable Undertaking 1. We understand that the Offeror intends to make an offer to acquire the entire issued and to be issu

NITE / Nightstar Therapeutics plc / Redmile Group, LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 (Title of Class of Securities) 65413A101 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

NITE / Nightstar Therapeutics plc / Point72 Asset Management, L.P. - SCHEDULE 13G/A, #1 Passive Investment

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) Nightstar Therapeutics plc (Title of Class of Securities) Ordinary Shares, Nominal Va

NITE / Nightstar Therapeutics plc / Woodford Investment Management LLP - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

NITE / Nightstar Therapeutics plc / Syncona Portfolio Ltd - SC 13G AMENDMENT NO. 1 Passive Investment

SC 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 per share (Title of Class of Securities) 65413A101 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the

AGREEMENT

EX-99.1 Exhibit 99.1 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 (including amendments thereto) with respect to the Ordinary Shares (including ADS, each of which represents one Ordinary Share) of Nightstar Therapeutics plc and further agre

NITE / Nightstar Therapeutics plc / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Nightstar Therapeutics plc (Name of Issuer) Common Stock (Title of Class of Securities) 65413A101 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

EX-24.1

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Bryan Yoon, Senthil Sundaram, and Bethany Calagione, signing singly and each acting individually, as the undersigned's true and lawful attorney in fact with full power and authority as hereinafter described to: (1) execute for and on behalf

EX-24.1

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Bryan Yoon, Senthil Sundaram, and Bethany Calagione, signing singly and each acting individually, as the undersigned's true and lawful attorney in fact with full power and authority as hereinafter described to: (1) execute for and on behalf

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2018 (Commission File No. 001-38217) Nightstar Therapeutics plc (Translation of registrant’s name into English) 10 Midford Place, 2nd Floor London W1T 5BJ United Kingdom (Address of registrant’s

NITE / Nightstar Therapeutics plc 6-K (Current Report of Foreign Issuer)

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of November 2018 Commission File Number: 001-38217 Nightstar Therapeutics plc (Translation of registrant’s name into English) 10 Midford Place, 2nd Floor London W1T 5BJ United Kingdom (Address

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Nightstar Therapeutics plc (Name of Issuer) Common Stock (Title of Class of Securities) 65413A101 (CUSIP Number) October 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 (represented by American Depositary Shares) (Title of Class of Securities) 65413A101 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, S

4,000,000 American Depositary Shares Representing 4,000,000 Ordinary Shares

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-227520 PROSPECTUS 4,000,000 American Depositary Shares Representing 4,000,000 Ordinary Shares We are offering 4,000,000 American Depositary Shares, or ADSs. Each ADS represents one ordinary share. The ADSs may be evidenced by American Depositary Receipts, or ADRs. The public offering price is $18.00 per ADS. Our ADSs are

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 Nightstar Therapeutics plc [●] American Depositary Shares Representing [●] Ordinary Shares

NITE / Nightstar Therapeutics plc F-1/A

F-1/A 1 d614531df1a.htm F-1/A Table of Contents As filed with the Securities and Exchange Commission on September 26, 2018 Registration Statement No. 333-227520 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nightstar Therapeutics plc (Exact name of registrant as specified in its charter) E

Securities and Exchange Commission response letter from Ernst & Young LLP, United Kingdom.

EX-16.1 EXHIBIT 16.1 September 25, 2018 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Commissioners: We have read the Registration Statement on Form F-1 dated September 25, 2018, of Nightstar Therapeutics plc and are in agreement with the statements contained in paragraphs one, two, three and four of Changes in Registrant’s Certifying Accountant on page 73 therein

Power of Attorney (included on signature page to this registration statement).

F-1 Table of Contents As filed with the Securities and Exchange Commission on September 25, 2018 Registration Statement No.

NITE / Nightstar Therapeutics plc FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of September 2018 Commission File Number: 001-38217 Nightstar Therapeutics plc (Translation of registrant’s name into English) 10 Midford Place, 2nd Floor London W1T 5BJ United Kingdom (A

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CORRESP September 25, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Nightstar Therapeutics plc Registration Statement on Form F-1 File No. 333-227520 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the pr

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CORRESP Nightstar Therapeutics plc 10 Midford Place, 2nd Floor London W1T 5BJ United Kingdom September 25, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

NITE / Nightstar Therapeutics plc FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of September 2018 Commission File Number: 001-38217 Nightstar Therapeutics plc (Translation of registrant’s name into English) 10 Midford Place, 2nd Floor London W1T 5BJ United Kingdom (A

NITE / Nightstar Therapeutics plc FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of September 2018 Commission File Number: 001-38217 Nightstar Therapeutics plc (Translation of registrant’s name into English) 10 Midford Place, 2nd Floor London W1T 5BJ United Kingdom (A

NITE / Nightstar Therapeutics plc DRS

DRS Table of Contents Confidential Treatment Requested by Nightstar Therapeutics plc Pursuant to 17 C.

NITE / Nightstar Therapeutics plc 6-K (Current Report of Foreign Issuer)

6-K 1 nite-6k20180815.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2018 (Commission File No. 001-38217) Nightstar Therapeutics plc (Translation of registrant’s name into English) 10 Midford Place, 2nd Floor London W1T 5BJ United Kingd

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6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of August 2018 Commission File Number: 001-38217 Nightstar Therapeutics plc (Translation of registrant’s name into English) 10 Midford Place 2nd Floor London W1T 5BJ United Kingdom (Address of

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Nightstar Therapeutics plc (Name of Issuer) Common Stock (Title of Class of Securities) 65413A101 (CUSIP Number) July 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

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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.)* (Name of Issuer) Nightstar Therapeutics plc (Title of Class of Securities) Ordinary Shares, Nominal Valu

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the ordinary shares, nominal value £0.01(represented by American Deposi

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Nightstar therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 (represented by American Depositary Shares) (Title of Class of Securities) 65413A101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) C

NITE / Nightstar Therapeutics plc 6-K (Current Report of Foreign Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of June 2018 Commission File Number: 001-38217 Nightstar Therapeutics plc (Translation of registrant’s name into English) 215 Euston Road London NW1 2BE United Kingdom (Address of principal execut

Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXHIBIT 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations We maintain our books and records in pounds sterling, our results are subsequently translated to U.S. dollars, and we prepare our condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, as issued by the Financial Acco

NIGHTSTAR THERAPEUTICS PLC Condensed Consolidated Balance Sheets (In thousands, except share and per share amounts)

EX-99.1 2 nite-ex99160.htm EX-99.1 EXHIBIT 99.1 NIGHTSTAR THERAPEUTICS PLC Condensed Consolidated Balance Sheets (In thousands, except share and per share amounts) (unaudited) March 31, December 31, 2018 2017 Assets Current assets: Cash and cash equivalents $ 122,277 $ 129,404 Prepaid expenses and other assets 2,920 3,685 Research and development tax credit 3,215 1,753 Total current assets 128,412

NITE / Nightstar Therapeutics plc 6-K (Current Report of Foreign Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2018 (Commission File No. 001-38217) Nightstar Therapeutics plc (Translation of registrant’s name into English) 215 Euston Road London NW1 2BE United Kingdom (Address of registrant’s principal execut

NITE / Nightstar Therapeutics plc 6-K (Current Report of Foreign Issuer)

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of June 2018 Commission File Number: 001-38217 Nightstar Therapeutics plc (Translation of registrant’s name into English) 215 Euston Road London NW1 2BE United Kingdom (Address of principal ex

NITE / Nightstar Therapeutics plc 6-K (Current Report of Foreign Issuer)

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Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David Fellows, certify that: 1. I have reviewed this annual report on Form 20-F of Nightstar Therapeutics plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

NITE / Nightstar Therapeutics plc 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

Consent of Independent Registered Public Accounting Firm

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-221005) pertaining to the Nightstar Therapeutics plc 2017 Equity Incentive Plan of our report dated April 3, 2018, with respect to the consolidated financial statements of Nightstar Therapeutics plc, included in this Annual Report (Form

Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Senthil Sundaram, certify that: 1. I have reviewed this annual report on Form 20-F of Nightstar Therapeutics plc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit

Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Nightstar Therapeutics plc (the “Company”) does hereby certify, to his knowledge, that:

License of Technology by and between NightstaRx Limited and Oxford University Innovation Limited (formerly Isis Innovation Limited), dated October 12, 2017.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Articles of Association of Nightstar Therapeutics plc.

Exhibit 1.1 NIGHTSTAR THERAPEUTICS PLC ARTICLES OF ASSOCIATION Adopted by Special Resolution on 28 September 2017 COOLEY (UK) LLP, DASHWOOD, 69 OLD BROAD STREET, LONDON EC2M 1QS, UK T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM CONTENTS CLAUSE 1. Exclusion of model articles (and any other prescribed regulations) 1 2. Interpretation 1 3. Form of resolution 2 4. Capital 2 5. Limited

Form of American Depositary Receipt (included in exhibit 4.1).

Exhibit 2.1 DEPOSIT AGREEMENT by and among NIGHTSTAR THERAPEUTICS PLC And CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of September 27, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 1 Secti

NITE / Nightstar Therapeutics plc 6-K (Current Report of Foreign Issuer)

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of April 2018 Commission File Number: 001-38217 Nightstar Therapeutics plc (Translation of registrant’s name into English) 215 Euston Road London NW1 2BE United Kingdom (Address of principal e

NITE / Nightstar Therapeutics plc / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Nightstar Therapeutics plc (Name of Issuer) Common Stock (Title of Class of Securities) 65413A101 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares and the American Depositary Shares representing Ordinary Shares, in each case of Nightstar Therapeutic

NITE / Nightstar Therapeutics plc / Syncona Portfolio Ltd - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares (represented by American Depositary Shares) (Title of Class of Securities) 65413A101 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appr

NITE / Nightstar Therapeutics plc / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nightstar Therapeutics plc (Name of Issuer) Common Stock (Title of Class of Securities) 65413A101 (CUSIP Number) October 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Form of American Depositary Receipt (included in Exhibit 4.2).

EX-4.2 Exhibit 4.2 DEPOSIT AGREEMENT by and among NIGHTSTAR THERAPEUTICS PLC And CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of September 27, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)”

Articles of Association of Nightstar Therapeutics plc.

Exhibit 4.1 NIGHTSTAR THERAPEUTICS PLC ARTICLES OF ASSOCIATION Adopted by Special Resolution on 28 September 2017 COOLEY (UK) LLP, DASHWOOD, 69 OLD BROAD STREET, LONDON EC2M 1QS, UK T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM CONTENTS CLAUSE 1. Exclusion of model articles (and any other prescribed regulations) 1 2. Interpretation 1 3. Form of resolution 3 4. Capital 3 5. Limited

As filed with the Securities and Exchange Commission on October 18, 2017

S-8 As filed with the Securities and Exchange Commission on October 18, 2017 Registration No.

NITE / Nightstar Therapeutics plc / New Enterprise Associates 15, L.p. - NEW ENTERPRISE ASSOCIATES 15, L.P. - NIGHTSTAR THERAPEUTICS PLC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nightstar Therapeutics plc (Name of Issuer) Ordinary Shares, nominal value £0.01 (represented by American Depositary Shares) (Title of Class of Securities) 65413A101 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Su

5,360,000 American Depositary Shares Representing 5,360,000 Ordinary Shares

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.: 333-220289 PROSPECTUS 5,360,000 American Depositary Shares Representing 5,360,000 Ordinary Shares We are offering 5,360,000 American Depositary Shares, or ADSs. Each ADS represents one ordinary share. The ADSs may be evidenced by American Depositary Receipts, or ADRs. This is our initial public offering of our ADSs. No publ

As filed with the United States Securities and Exchange Commission on September 26, 2017.

As filed with the United States Securities and Exchange Commission on September 26, 2017.

215 Euston Road London NW1 2BE United Kingdom VIA EDGAR

215 Euston Road London NW1 2BE United Kingdom VIA EDGAR September 25, 2017 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Joseph McCann Ms. Irene Paik Re: Nightstar Therapeutics plc Registration Statement on Form F-1 File No. 333-220289 Acceleration Request Requested Date: Wednesday, September 27, 2017 Requested Time: 4:0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Nightstar Therapeutics plc (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Nightstar Therapeutics plc (Exact name of registrant as specified in its charter) England and Wales Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

September 25, 2017 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Joseph McCann Ms. Irene Paik Mr. Jim Rosenberg Ms. Sasha Parikh Re: Nightstar Therapeutics plc Registration Statement on Form F-1 File No. 333-220289 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Secu

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6/A PRE-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS NIGHTSTAR Therapeutics PL

As filed with the Securities and Exchange Commission on September 19, 2017 Registration No.

DEPOSIT AGREEMENT by and among Nightstar Therapeutics plc CITIBANK, N.A., as Depositary, THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2017 TABLE OF CONTENTS

DEPOSIT AGREEMENT by and among Nightstar Therapeutics plc And CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receipt(s)? 2 Section 1.4 ?American D

Amended and Restated Employment Agreement by and among Nightstar, Inc., Nightstar Therapeutics Limited and David Fellows, dated as of September 12, 2017.

Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?), dated and entered into as of the 12th day of September, 2017 (?Effective Date?), by and between Nightstar, Inc., a Delaware corporation and wholly owned subsidiary of Nightstar Therapeutics Limited, a company incorporated under the laws of England and Wales (hereinafter referred

Non-Employee Sub Plan to the Nightstar Therapeutics plc 2017 Equity Incentive Plan.

Exhibit 10.2 NON-EMPLOYEE SUB-PLAN TO THE NIGHTSTAR THERAPEUTICS PLC 2017 EQUITY INCENTIVE PLAN This sub-plan (the ?Non-Employee Sub-Plan?) to the Nightstar Therapeutics Plc 2017 Equity Incentive Plan (the ?Plan?) governs the grant of Awards to Consultants (defined below) and Directors who are not Employees, and has been adopted in accordance with Section 10.5 of the Plan. The Non-Employee Sub-Pla

License of Technology by and between NightstaRx Limited and Oxford University Innovation Limited (formerly Isis Innovation Limited), dated November 5, 2015.

[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

As filed with the United States Securities and Exchange Commission on September 15, 2017.

Table of Contents As filed with the United States Securities and Exchange Commission on September 15, 2017.

Form of American Depositary Receipt (included in exhibit 4.1).

Exhibit 4.1 DEPOSIT AGREEMENT by and among NIGHTSTAR THERAPEUTICS PLC And CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receipt(s)? 2 Section 1.4

Form of Deed of Indemnity between the registrant and each of its officers and directors.

EX-10.7 Exhibit 10.7 [Nightstar Therapeutics Letterhead] [Name] [Date] Dear [ ] Nightstar Therapeutics plc (the “Company”) and your role as a director/officer of the Company As you are aware the Articles of Association of the Company contain provisions, at Article 140, granting an indemnity to the directors and officers of the Company from time to time. We are taking this opportunity to afford you

***

CORRESP Brian F. Leaf +1 703 456 8053 [email protected] September 15, 2017 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Joseph McCann Ms. Irene Paik Mr. Jim Rosenberg Ms. Sasha Parikh RE: Nightstar Therapeutics plc (formerly Nightstar Therapeutics Limited) Amendment No. 1 to Draft Registration Statement on Form F-1 Submi

Subsidiaries of the registrant.

Exhibit 21.1 Nightstar Therapeutics plc List of Subsidiaries Subsidiary Jurisdiction NightstaRx Limited England and Wales Nightstar, Inc. Delaware

Nightstar Therapeutics plc 2017 Equity Incentive Plan.

EX-10.1 Exhibit 10.1 NIGHTSTAR THERAPEUTICS PLC 2017 EQUITY INCENTIVE PLAN COOLEY (UK) LLP, DASHWOOD, 69 OLD BROAD STREET, LONDON EC2M 1QS, UK T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM Adopted by the Board on 12 September 2017 and approved by Shareholders on 14 September 2017 Table of Contents Page 1. PURPOSE 4 2. ELIGIBILITY 4 3. ADMINISTRATION AND DELEGATION 4 3.1 Administra

Form of Underwriting Agreement.

Exhibit 1.1 Nightstar Therapeutics plc [?] American Depositary Shares Representing [?] Ordinary Shares (Nominal Value ?0.01 Per Share) UNDERWRITING AGREEMENT [Date] JEFFERIES LLC LEERINK PARTNERS LLC BMO CAPITAL MARKETS CORP. As Representatives of the several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Leerink Partners LLC 299 Park Avenue, 21st Floor New York, Ne

Form of Articles of Association of Nightstar Therapeutics plc.

EX-3.1 Exhibit 3.1 NIGHTSTAR THERAPEUTICS PLC ARTICLES OF ASSOCIATION Adopted by Special Resolution on [ ] 2017 COOLEY (UK) LLP, DASHWOOD, 69 OLD BROAD STREET, LONDON EC2M 1QS, UK T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM CONTENTS CLAUSE 1. Exclusion of model articles (and any other prescribed regulations) 1 2. Interpretation 1 3. Form of resolution 3 4. Capital 3 5. Limited l

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FIL

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS NIGHTSTAR Therapeutics LIMITED 1 (Exact name of issuer of de

As filed with the Securities and Exchange Commission on September 5, 2017 Registration No.

September 5, 2017

September 5, 2017 Citibank, N.A. ? ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the ?Registration Statement?) to be filed with the Securities and Exchange Commission (the ?SEC?) by the legal entity to be created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the United

DEPOSIT AGREEMENT by and among Nightstar Therapeutics plc CITIBANK, N.A., as Depositary, THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2017 TABLE OF CONTENTS

DEPOSIT AGREEMENT by and among Nightstar Therapeutics plc And CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4 “American D

As filed with the United States Securities and Exchange Commission on August 31, 2017.

Table of Contents As filed with the United States Securities and Exchange Commission on August 31, 2017.

Letter from Grant Thornton UK LLP to the U.S. Securities and Exchange Commission.

Exhibit 16.1 Our Ref AS/HD 08551822 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Grant Thornton UK LLP 101 Cambridge Science Park Milton Road Cambridge CB4 OFY T +44 (0)1223 225600 F +44 (0)1223 225619 www.grant-thornton.co.uk 31 August 2017 Dear Sir NightstaRx Limited Company number 08551822 We have read the section titled ?Dismissal

Non-Exclusive Patent License Agreement by and between NightstaRx Limited and Oxford BioMedica (UK) Limited, dated as of December 5, 2013.

[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

License of Technology by and between NightstaRx Limited and Oxford University Innovation Limited (formerly Isis Innovation Limited), dated November 5, 2015.

EX-10.4 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Exhibit 10.4 DATED 5 NOVEMBER 2015 (1) ISIS INNOVATION LIMITED and (2) NIGHTSTARX LIMITED LICENCE OF TECHNOLOGY (ISIS PROJECT No. [*]) RPGR therapy [*] = Certain confidential information c

License of Technology by and between NightstaRx Limited and Oxford University Innovation Limited (formerly Isis Innovation Limited), dated as of November 13, 2013, as amended, effective as of October 15, 2014.

EX-10.3 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Exhibit 10.3 DATED 13 NOV 2013 (1) ISIS INNOVATION LIMITED and (2) NEWINCCO 1242 LIMITED LICENCE OF TECHNOLOGY (ISIS PROJECT No. [*]) [*] = Certain confidential information contained in th

Dated 5th December 2013 (1) OXFORD BIOMEDICA (UK) LIMITED (2) NEWINCCO 1242 LIMITED (to trade as [*]) NON-EXCLUSIVE PATENT LICENCE AGREEMENT

[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

DATED 13 NOV 2013 (1) ISIS INNOVATION LIMITED (2) NEWINCCO 1242 LIMITED LICENCE OF TECHNOLOGY (ISIS PROJECT No. [*])

[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

As confidentially submitted to the Securities and Exchange Commission on August 28, 2017. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

As confidentially submitted to the Securities and Exchange Commission on August 28, 2017.

DATED 5 NOVEMBER 2015 (1) ISIS INNOVATION LIMITED (2) NIGHTSTARX LIMITED LICENCE OF TECHNOLOGY (ISIS PROJECT No. [*]) RPGR therapy

[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

As confidentially submitted to the Securities and Exchange Commission on August 25, 2017. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 25, 2017.

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Brian F. Leaf +1 703 456 8053 [email protected] August 25, 2017 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Sasha Parikh Jim Rosenberg Irene Paik Joseph McCann RE: Nightstar Therapeutics Limited Draft Registration Statement on Form F-1 Submitted July 21, 2017 CIK No. 0001711675 Ladies and Gentlemen: On behalf of our client,

As confidentially submitted to the Securities and Exchange Commission on July 20, 2017. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

DRS Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 20, 2017.