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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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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 persons 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 |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizen or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. N5749R 100 |
Schedule 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizen or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. N5749R 100 |
Schedule 13G |
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Item 1. | ||
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(a) |
Name of Issuer: Merus N.V. (the Issuer) |
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(b) |
Address of Issuers Principal Executive Offices: Padualaan 8 (postvak 133), 3584 CH Utrecht, the Netherlands |
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Item 2. | ||
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(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 |
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(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. |
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(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. |
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(d) |
Title of Class of Securities: Common Shares with a nominal value of 0.09 (Common Shares). |
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(e) |
CUSIP Number: N5749R 100 |
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Item 3. |
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Not applicable. |
CUSIP No. N5749R 100 |
Schedule 13G |
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Item 4. |
Ownership | |||||||||||||
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Ownership (a-c)
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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.
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Reporting Person |
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Amount |
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Percent |
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Sole |
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Shared |
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Sole |
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Shared |
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Novartis Bioventures Ltd. |
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1,349,327 |
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8.4 |
% |
0 |
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1,349,327 |
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0 |
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1,349,327 |
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Novartis AG |
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1,349,327 |
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8.4 |
% |
0 |
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1,349,327 |
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0 |
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1,349,327 |
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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.
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Item 5. |
Ownership of Five Percent or Less of a Class | |||||||||||||
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Not applicable. | |||||||||||||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |||||||||||||
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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 | |||||||||||||
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Not applicable. | |||||||||||||
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Item 8. |
Identification and Classification of Members of the Group | |||||||||||||
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Not applicable. | |||||||||||||
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Item 9. |
Notice of Dissolution of Group | |||||||||||||
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Not applicable. | |||||||||||||
CUSIP No. N5749R 100 |
Schedule 13G |
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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. |
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Description |
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99 |
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Joint Filing Agreement |
CUSIP No. N5749R 100 |
Schedule 13G |
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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.
Date: April 7, 2017
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Novartis Bioventures Ltd. |
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/s/ H.S. Zivi |
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Name: H.S. Zivi |
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Title: Chairman |
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/s/ Laurieann Chaikowsky |
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Name: Laurieann Chaikowsky |
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Title: Authorised Signatory |
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Novartis AG |
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/s/ H.S. Zivi |
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Name: H.S. Zivi |
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Title: Chairman |
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/s/ Laurieann Chaikowsky |
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Name: Laurieann Chaikowsky |
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Title: Authorised Signatory |
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.
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Novartis Bioventures Ltd. |
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/s/ H.S. Zivi |
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Name: H.S. Zivi |
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Title: Chairman |
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/s/ Laurieann Chaikowsky |
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Name: Laurieann Chaikowsky |
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Title: Authorised Signatory |
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Novartis AG |
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/s/ H.S. Zivi |
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Name: H.S. Zivi |
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Title: Chairman |
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/s/ Laurieann Chaikowsky |
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Name: Laurieann Chaikowsky |
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Title: Authorised Signatory |