UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

MERUS B.V.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

N5749R 100

(CUSIP Number)

 

March 16, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 the disclosures provided in a prior cover page.

 

The information required in 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. N5749R 100

Schedule 13G

 

 

 

1

Names of Reporting Persons
Novartis Bioventures Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,349,327

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,349,327

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,349,327

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
8.4%

 

 

12

Type of Reporting Person
CO (Corporation)

 

1



 

CUSIP No. N5749R 100

Schedule 13G

 

 

 

1

Names of Reporting Persons
Novartis AG

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Switzerland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,349,327

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,349,327

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,349,327

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
8.4%

 

 

12

Type of Reporting Person
CO (Corporation)

 

2



 

CUSIP No. N5749R 100

Schedule 13G

 

 

Item 1.

 

(a)

Name of Issuer:

Merus N.V. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

Padualaan 8 (postvak 133), 3584 CH Utrecht, the Netherlands

 

Item 2.

 

(a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:

 

Novartis Bioventures Ltd.

Novartis AG

 

(b)

Address or Principal Business Office:

The address of the principal business office of Novartis Bioventures Ltd. is 131 Front Street, Hamilton, Bermuda HM12.

 

The address of the principal business office of Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

 

(c)

Citizenship of each Reporting Person is:

Novartis Bioventures Ltd. is organized under the laws of Bermuda.  Novartis AG is organized under the laws of Switzerland.

 

(d)

Title of Class of Securities:

Common Shares with a nominal value of €0.09 (“Common Shares”).

 

(e)

CUSIP Number:

N5749R 100

 

Item 3.

 

 

Not applicable.

 

3



 

CUSIP No. N5749R 100

Schedule 13G

 

 

Item 4.

Ownership

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Shares of the Issuer as of the date of this filing, based upon 16,079,657 Common Shares reported by the Issuer as outstanding as of November 7, 2016.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
to direct
the vote:

 

Shared
power to
vote or
to direct
the vote:

 

Sole
power to
dispose or
to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Novartis Bioventures Ltd.

 

1,349,327

 

8.4

%

0

 

1,349,327

 

0

 

1,349,327

 

Novartis AG

 

1,349,327

 

8.4

%

0

 

1,349,327

 

0

 

1,349,327

 

 

Novartis Bioventures Ltd. is the record owner of 1,349,327 shares of Common Shares of the Issuer. As the indirect parent of Novartis Bioventures, Ltd., Novartis AG may be deemed to share beneficial ownership of these securities.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not applicable.

 

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

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

4



 

CUSIP No. N5749R 100

Schedule 13G

 

 

Item 10.

Certification

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.

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement

 

5



 

CUSIP No. N5749R 100

Schedule 13G

 

 

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.

 

Date:  April 7, 2017

 

 

Novartis Bioventures Ltd.

 

 

 

/s/ H.S. Zivi

 

Name: H.S. Zivi

 

Title: Chairman

 

 

 

 

 

/s/ Laurieann Chaikowsky

 

Name: Laurieann Chaikowsky

 

Title: Authorised Signatory

 

 

 

 

 

Novartis AG

 

 

 

/s/ H.S. Zivi

 

Name: H.S. Zivi

 

Title: Chairman

 

 

 

 

 

/s/ Laurieann Chaikowsky

 

Name: Laurieann Chaikowsky

 

Title: Authorised Signatory

 

6


Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Shares beneficially owned by each of them of Merus N.V.  This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 7th day of April, 2017.

 

 

 

Novartis Bioventures Ltd.

 

 

 

/s/ H.S. Zivi

 

Name: H.S. Zivi

 

Title: Chairman

 

 

 

 

 

/s/ Laurieann Chaikowsky

 

Name: Laurieann Chaikowsky

 

Title: Authorised Signatory

 

 

 

 

 

Novartis AG

 

 

 

/s/ H.S. Zivi

 

Name: H.S. Zivi

 

Title: Chairman

 

 

 

 

 

/s/ Laurieann Chaikowsky

 

Name: Laurieann Chaikowsky

 

Title: Authorised Signatory