SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Merus N.V.

(Name of Issuer)

Common Shares, nominal value €0.09 per share

(Title of Class of Securities)

N5749R100

(CUSIP Number)

Peter Haahr

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

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

July 11, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* 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 (the “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.: N5749R100  

 

  1.   

Name of Reporting Person:

 

Novo Holdings A/S

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds:

 

WC

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

  6.  

Citizenship or Place of Organization:

 

Denmark

Number of Shares Beneficially Owned By Each Reporting Person

With:

 

     7.    

Sole Voting Power:

 

1,410,417

     8.   

Shared Voting Power:

 

0

     9.   

Sole Dispositive Power:

 

1,410,417

   10.   

Shared Dispositive Power:

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,410,417

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  ☐

 

13.  

Percent of Class Represented By Amount In Row (11):

 

7.3% (1)

14.  

Type of Reporting Person:

 

CO

 

(1) Based upon 19,391,513 shares of the Issuer’s common shares outstanding on March 31, 2017 as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission (the “Commission”) on July 11, 2017.

 

2


This amendment (“Amendment No. 3”) amends the Schedule 13D originally filed with the Commission on May 26, 2016, as subsequently amended by Amendment No. 1 filed with the Commission on June 2, 2016 and Amendment No. 2 filed with the Commission on March 3, 2017 (collectively, the “Schedule”), to update the directors and executive officers of the Reporting Person on Schedule I and to report a decrease in the beneficial ownership percentage of the Reporting Person resulting from an increase in the Issuer’s Common Stock outstanding. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

Item 2. Identity and Background

Item 2 of the Schedule is amended and replaced in its entirety as follows for the purpose of updating the directors and executive officers of Novo Holdings A/S and the Foundation listed on Schedule I:

 

(a) The reporting person is Novo Holdings A/S (“Novo Holdings A/S”), a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the “Foundation”), a Danish commercial foundation. Novo A/S changed its name to Novo Holdings A/S on June 23, 2017. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S.

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Amendment No. 3.

 

(b) The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Amendment No. 3.

 

(c) Novo Holdings A/S manages the Foundation’s assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

 

(d) Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

 

(e) Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 5. Interest in Securities of the Issuer

Item 5(a) of the Schedule is amended and replaced in its entirety as follows:

(a)    Novo Holdings A/S beneficially owns 1,410,417 Common Shares (the “Novo Shares”) representing approximately 7.3% of the Issuer’s outstanding Common Shares, based on 19,391,513 Common Shares of the Issuer outstanding on March 31, 2017 as reported in the Issuer’s Report on Form 6-K filed with the Commission on July 11, 2017.

 

3


Item 5(b) of the Schedule is amended and replaced in its entirety as follows:

(b)    Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard, Lars Rebien Sorensen and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Except as described in this Amendment No. 3, neither the Foundation, Novo Holdings A/S nor their respective directors or executive officers has the power to direct the vote as to, or the disposition of the Novo Shares.

 

4


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.

 

Dated: July 19, 2017     Novo Holdings A/S
   

/s/ Peter Haahr

    By:   Peter Haahr
    Its:   Chief Financial Officer
     


Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

 

Novo Holdings A/S

Name, Title at Novo Holdings A/S

  

Address

  

Principal Occupation

   Citizenship

Sten Scheibye

Chairman of the Board

  

Rungsted Strandvej 197C

2960 Rungsted Kyst

Denmark

   Professional Board Director    Denmark

Göran Ando

Director

  

Essex Woodlands

Berkeley Square House

Berkeley Square

London, W1J 6BD

United Kingdom

  

Self-employed

Professional Board Director

   Sweden

Jeppe Christiansen

Director

  

Kollemose 37

2830 Virum

Denmark

  

Chief Executive Officer

Fondsmaeglerselskabet

Maj Invest A/S

   Denmark

Steen Riisgaard

Director

  

Hestetangsvej 155

3520 Farum

Denmark

   Professional Board Director    Denmark

Per Wold-Olsen

Director

  

T7B22 Favray Court

Tigne Point

TP01

Malta

   Professional Board Director    Norway

Lars Rebien Sørensen,

Director

  

Søllerødvej 83

2840 Holte

Denmark

   Professional Board Director    Denmark

Kasim Kutay

Chief Executive Officer of Novo

Holdings A/S

  

Bredgade 63, 3.th.

1260 Copenhagen K

Denmark

   Chief Executive Officer of Novo Holdings A/S    British

Peter Haahr

Chief Financial Officer of Novo

Holdings A/S

  

Ordrup Have 21

2900 Charlottenlund

Denmark

   Chief Financial Officer of Novo Holdings A/S    Denmark

Thomas Dyrberg

Managing Partner-Ventures

  

Bengtasvej 9a

2900 Hellerup

Denmark

   Managing Partner-Ventures of Novo Holdings A/S    Denmark

Michael Shalmi

Managing Partner

Large Investments

  

Stigårdsvej 4

2900 Hellerup

Denmark

   Head of Large Investments, Novo Holdings A/S    Denmark

Dorte Barlebo Madsen

Head of People & Organisation,

  

Hoffmeyersvej 13

2000 Frederiksberg

Denmark

   Head of People & Organisation, Novo Holdings A/S    Denmark

Morten Beck Jørgensen

Managing Director, Novo Financial Investments

  

Ellesøpark 20, 2950 Vedbæk

Denmark

   Managing Director, Novo Holdings A/S Financial Investments    Denmark

Søren Møller

Managing Partner, Novo Seeds

  

Ved Furesøen 9

2840 Holte

Denmark

   Managing Partner, Novo Seeds, Novo Holdings A/S    Denmark


Novo Nordisk Foundation

Name, Title at Novo Nordisk Foundation

  

Address

  

Principal Occupation

   Citizenship

Sten Scheibye

Chairman of the Board

  

Rungsted Strandvej 197C

2960 Rungsted Kyst

Denmark

   Professional Board Director    Denmark

Bo Ahrén

Director

  

Merkuriusgatan 11

S-224 57 Lund

Sweden

  

Professor of Medicine and Vice Chancellor, Lund University

Lund, Sweden

   Sweden

Lars Rebien Sørensen

Director

  

Søllerødvej 83

Søllerød

2840 Holte

Denmark

   Professional Board Director    Denmark

Lars Fugger

Director

  

Staunton Road 72

OX3 7TP

Great Britain

  

Professor, John Radcliffe Hospital

University of Oxford, Oxford,

Great Britain

   Denmark

Anne Marie Kverneland

Director

  

Nybrovej 216

2800 Kgs. Lyngby

Denmark

  

Laboratory Technician

Novo Nordisk A/S

   Denmark

Lars Bo Køppler

Director

  

Anemonevej 7

3550 Slangerup

Denmark

  

Technician

Novozymes A/S

   Denmark

Désirée J. Asgreen

Director

  

Strandhaven 105

2665 Vallensbæk Strand

Denmark

  

Project Director

Novo Nordisk A/S

   Denmark

Marianne Philip

Director

  

Tranegårdsvej 5

2900 Hellerup

Denmark

   Attorney    Denmark

Steen Riisgaard

Vice Chairman of the Board

  

Hestetangsvej 155
3520 Farum

Denmark

   Professional Board Director    Denmark

Birgitte Nauntofte

Chief Executive Officer

  

Engbakkevej 24

2920 Charlottenlund

Denmark

  

Chief Executive Officer

Novo Nordisk Foundation

   Denmark