0001193125-15-049382.txt : 20150213 0001193125-15-049382.hdr.sgml : 20150213 20150213141059 ACCESSION NUMBER: 0001193125-15-049382 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: FORBION I CO II MANAGEMENT B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: uniQure N.V. CENTRAL INDEX KEY: 0001590560 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88012 FILM NUMBER: 15612608 BUSINESS ADDRESS: STREET 1: MEIBERGDREFF 61 CITY: AMSTERDAM STATE: P7 ZIP: 1005 BA BUSINESS PHONE: 31-20-5667394 MAIL ADDRESS: STREET 1: MEIBERGDREFF 61 CITY: AMSTERDAM STATE: P7 ZIP: 1005 BA FORMER COMPANY: FORMER CONFORMED NAME: uniQure B.V. DATE OF NAME CHANGE: 20131030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Forbion Co-Investment II Cooperatief U.A. CENTRAL INDEX KEY: 0001598205 IRS NUMBER: 981030927 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: GOOIMEER 2-35 CITY: NAARDEN STATE: P7 ZIP: 1411DC BUSINESS PHONE: 31 35 6993000 MAIL ADDRESS: STREET 1: GOOIMEER 2-35 CITY: NAARDEN STATE: P7 ZIP: 1411DC SC 13G 1 d873363dsc13g.htm SC13G SC13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

uniQure N.V.

 

(Name of Issuer)

Common Stock, par value EUR 0.05 per share

 

(Title of Class of Securities)

N90064101

 

(CUSIP Number)

31 DECEMBER 2014

 

(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)

x 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. 90064101

 13G Page 2 of 8 Pages

 

  1. 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Forbion Co-Investment II Coöperatief U.A.

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.

SEC USE ONLY

 

  4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The Netherlands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5. 

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

1,865,494

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

1,865,494

  9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,865,494

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.60%

12.

TYPE OF REPORTING PERSON

 

OO

CUSIP No. 90064101

 13G Page 3 of 8 Pages

 

  1. 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Forbion I Co II Management B.V.

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.

SEC USE ONLY

 

  4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The Netherlands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5. 

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

1,865,494

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

1,865,494

  9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,865,494

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.60%

12.

TYPE OF REPORTING PERSON

 

OO

CUSIP No. 90064101

 13G Page 4 of 8 Pages

 

Item 1(a). Name of Issuer:

uniQure N.V.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

Meibergdreef 61, 1105BA Amsterdam, The Netherlands

 

Item 2(a). Name of Person Filing:

This Statement is being filed by Forbion Co-Investment II Coöperatief U.A. (“Co-Invest II COOP”), and Forbion 1 Co II Management B.V. (“Forbion 1 Co II “), the director of Co-Invest II COOP. Co-Invest II COOP and Forbion 1 Co II are sometimes referred to collectively herein as the “Reporting Persons”.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business and principal office of each of the Reporting Persons is c/o Forbion Co-Investment II Coöperatief U.A., PO Box 5187, 1410 AD Naarden, The Netherlands.

 

Item 2(c). Citizenship:

Forbion Co-Investment II Coöperatief U.A. – The Netherlands

Forbion 1 Co II Management B.V. – The Netherlands

 

Item 2(d). Title of Class of Securities:

common stock, par value $0.05 per share

 

Item 2(e). CUSIP Number:

N90064101

 

Item 3.

 

Item 4. Ownership.

Co-Invest II COOP is the beneficial owner of 1,865,494 shares of Common Stock as of December 31, 2014 (the “Shares”). Forbion 1 Co II , the director of Co-Invest II COOP, has voting and investment power over the shares held by Co-Invest II COOP, which are exercised through Forbion’s investment committee, consisting of H. A. Slootweg, M. A. van Osch, G. J. Mulder and S. J. H. van Deventer. None of the members of the investment committee have individual voting and investment power with respect to such shares, and the members disclaim beneficial ownership of such shares except to the extent of their proportionate pecuniary interests therein.

(a) Amount beneficially owned: 1,865,494(1)

CUSIP No. 90064101

 13G Page 5 of 8 Pages

(b) Percent of class: [10.60]%

The foregoing percentage is calculated based on the 17,594,906 Ordinary Shares outstanding after the closing of the Issuer’s initial public offering on February 10, 2014, as set forth in the Issuer’s prospectus dated February 5, 2014, filed with the Securities and Exchange Commission (the “ Commission”) on February 6, 2014 (the “Prospectus”),

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 1,865,494

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 1,865,494

 

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.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

Not applicable.

CUSIP No. 90064101

 13G Page 6 of 8 Pages

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: February 12, 2015

 

FORBION CO-INVESTMENT II COÖPERATIEF U.A.
By: /s/ M.A. van Osch        /s/ S.J.H. van Deventer
Name: M.A. van Osch        S.J.H. van Deventer
Title: Directors of:

 

FORBION 1 CO II MANAGEMENT B.V.
By: /s/ M.A. van Osch        /s/ S.J.H. van Deventer
Name: M.A. van Osch        S.J.H. van Deventer
Title: Directors

CUSIP No. 90064101

 13G Page 7 of 8 Pages

EXHIBIT INDEX

 

Exhibit 99.1 Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

CUSIP No. 90064101

 13G Page 8 of 8 Pages

Exhibit 99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or its knows or has reason to believe that such information is inaccurate.

Date: February 12, 2015

 

FORBION CO-INVESTMENT II COOPERATIEF U.A.
By: /s/ M.A. van Osch        /s/ S.J.H. van Deventer
Name: M.A. van Osch        S.J.H. van Deventer
Title: Directors of:

 

FORBION 1 CO II MANAGEMENT B.V.
By: /s/ M.A. van Osch        /s/ S.J.H. van Deventer
Name: M.A. van Osch        S.J.H. van Deventer
Title: Directors