UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Merus N.V.
(Name of Issuer)
Common shares, nominal value €0.09 per share
(Title of Class of Securities)
N5749R100
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ 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. N5749R100
| 1 |
Name of reporting persons.
Boxer Capital, LLC | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
1,900,000 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
1,900,000 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
1,900,000 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
4.4%* | |||||
| 12 | Type of reporting person
OO | |||||
| * | Based on 43,250,560 Common Shares outstanding as set forth in the Issuer’s prospectus supplement filed with the U.S. Securities and Exchange Commission (“SEC”) on November 8, 2021. |
CUSIP No. N5749R100
| 1 |
Name of reporting persons.
Boxer Asset Management Inc. | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
1,900,000 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
1,900,000 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
1,900,000 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
4.4%* | |||||
| 12 | Type of reporting person
CO | |||||
| * | Based on 43,250,560 Common Shares outstanding as set forth in the Issuer’s prospectus supplement filed with the SEC on November 8, 2021. |
CUSIP No. N5749R100
| 1 |
Name of reporting persons.
Joe Lewis | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
1,900,000 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
1,900,000 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
1,900,000 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
4.4%* | |||||
| 12 | Type of reporting person
IN | |||||
| * | Based on 43,250,560 Common Shares outstanding, as set forth in the Issuer’s prospectus supplement filed with the SEC on November 8, 2021. |
CUSIP No. N5749R100
| 1 |
Name of reporting persons.
MVA Investors, LLC | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
-0- | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
-0- | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
-0- | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
0.0% | |||||
| 12 | Type of reporting person
CO | |||||
CUSIP No. N5749R100
| 1 |
Name of reporting persons.
Aaron I. Davis | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
-0- | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
-0- | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
-0- | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
0.0% | |||||
| 12 | Type of reporting person
IN | |||||
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G filed on January 20, 2021 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Joe Lewis, MVA Investors, LLC (“MVA Investors”) and Aaron I. Davis (collectively, the “Reporting Persons”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
Boxer Capital, Boxer Management and Joe Lewis beneficially own 1,900,000 Common Shares. MVA Investors and Aaron I. Davis do not own any Common Shares.
(b) Percent of class:
Boxer Capital, Boxer Management and Joe Lewis beneficially own 4.4% of the Issuer’s outstanding Common Shares based 43,250,560 Common Shares outstanding, as set forth in the Issuer’s prospectus supplement filed with the SEC on November 8, 2021.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None of the Reporting Persons has sole power to vote or to direct the vote of any Common Shares.
(ii) Shared power to vote or to direct the vote:
Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 1,900,000 Common Shares they beneficially own.
(iii) Sole power to dispose or to direct the disposition of:
None of the Reporting Persons has sole power to dispose or to direct the disposition of any Common Shares.
(iv) Shared power to dispose or to direct the disposition of:
Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 1,900,000 Common Shares they beneficially own.
Item 5. Ownership of Five Percent or Less of a Class.
With respect to each Reporting Person:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
Item 10. Certification.
(c) 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.
Exhibits
| 1 | Joint Filing Agreement, dated January 19, 2021, among the Reporting Persons, incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on January 20, 2021. |
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.
| February 14, 2022 |
| BOXER CAPITAL, LLC | ||
| By: | /s/ Aaron I. Davis | |
| Name: | Aaron I. Davis | |
| Title: | Authorized Signatory | |
| BOXER ASSET MANAGEMENT INC. | ||
| By: | /s/ Jason Callender | |
| Name: | Jason Callender | |
| Title: | Director | |
| JOSEPH C. LEWIS | ||
| /s/ Joseph C. Lewis | ||
| Joseph C. Lewis, Individually | ||
| MVA INVESTORS, LLC | ||
| By: | /s/ Aaron I. Davis | |
| Name: | Aaron I. Davis | |
| Title: | Authorized Signatory | |
| AARON I. DAVIS | ||
| /s/ Aaron I. Davis | ||
| Aaron I. Davis, Individually | ||