UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Prosensa Holding N.V.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
N71546100
(CUSIP Number)
December 31, 2013
(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 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. N71546100 | Schedule 13G | Page 1 of 9 |
1 | NAMES OF REPORTING PERSONS
LSP Prosensa Pooling B.V. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN 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
6,213,924 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
6,213,924 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,213,924 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. N71546100 | Schedule 13G | Page 2 of 9 |
1 | NAMES OF REPORTING PERSONS
LSP III Omni Investment Coöperatief UA | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN 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
6,213,924 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
6,213,924 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,213,924 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. N71546100 | Schedule 13G | Page 3 of 9 |
1 | NAMES OF REPORTING PERSONS
LSP III Management B.V. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN 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
6,213,924 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
6,213,924 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,213,924 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. N71546100 | Schedule 13G | Page 4 of 9 |
1 | NAMES OF REPORTING PERSONS
Coöperatief LSP IV UA | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN 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
6,213,924 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
6,213,924 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,213,924 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. N71546100 | Schedule 13G | Page 5 of 9 |
1 | NAMES OF REPORTING PERSONS
LSP IV Management B.V. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN 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
6,213,924 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
6,213,924 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,213,924 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. N71546100 | Schedule 13G | Page 6 of 9 |
ITEM 1. | (a) | Name of Issuer: | ||||||
Prosensa Holding N.V. (the Issuer) | ||||||||
(b) | Address of Issuers Principal Executive Offices: | |||||||
J.H. Oortweg 21 2333 CH Leiden 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: | ||||||||
LSP Prosensa Pooling B.V. (LSP Pooling) LSP III Omni Investment Coöperatief UA (LSP III) LSP III Management B.V. Coöperatief LSP IV UA (LSP IV) LSP IV Management B.V. | ||||||||
(b) | Address or Principal Business Office: | |||||||
The business address of each of the Reporting Persons is c/o LSP, Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands. | ||||||||
(c) | Citizenship of each Reporting Person is: | |||||||
Each of the reporting persons is organized under the laws of the Netherlands. | ||||||||
(d) | Title of Class of Securities: | |||||||
Ordinary Shares, 0.01 par value per share (Ordinary Shares) | ||||||||
(e) | CUSIP Number: | |||||||
N71546100 | ||||||||
ITEM 3. | ||||||||
Not applicable. |
CUSIP No. N71546100 | Schedule 13G | Page 7 of 9 |
ITEM 4. Ownership
Ownership (a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2013, based upon 35,902,298 Ordinary Shares outstanding as of July 3, 2013.
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 of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
LSP Prosensa Pooling B.V. |
6,213,924 | 17.3 | % | 0 | 6,213,924 | 0 | 6,213,924 | |||||||||||||||||
LSP III Omni Investment Coöperatief UA |
6,213,924 | 17.3 | % | 0 | 6,213,924 | 0 | 6,213,924 | |||||||||||||||||
LSP III Management B.V. |
6,213,924 | 17.3 | % | 0 | 6,213,924 | 0 | 6,213,924 | |||||||||||||||||
Coöperatief LSP IV UA |
6,213,924 | 17.3 | % | 0 | 6,213,924 | 0 | 6,213,924 | |||||||||||||||||
LSP IV Management B.V. |
6,213,924 | 17.3 | % | 0 | 6,213,924 | 0 | 6,213,924 |
LSP Pooling is the record holder of 6,213,924 shares of the Issuers Common Stock. LSP III and LSP IV are the sole shareholders of LSP Pooling. LSP III Management B.V. is the sole director of LSP III and LSP IV Management B.V. is the sole director of LSP IV. LSP III Management B.V. and LSP IV Management B.V. are the directors of LSP Pooling and have the voting and investment power over the shares held by LSP Pooling. The individual directors of LSP III Management B.V. are Martijn Kleijwegt, Rene Kuijten and Joachim Rothe, and the individual directors of LSP IV Management B.V. are Martijn Kleijwegt, Rene Kuijten and Joachim Rothe. All indirect holders of the above referenced shares disclaim beneficial ownership of all applicable shares.
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.
CUSIP No. N71546100 | Schedule 13G | Page 8 of 9 |
ITEM 8. | Identification and Classification of Members of the Group |
Not applicable.
ITEM 9. | Notice of Dissolution of Group |
Not applicable.
ITEM 10. | Certification |
Not applicable.
CUSIP No. N71546100 | Schedule 13G | Page 9 of 9 |
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, 2014
LSP Prosensa Pooling B.V. | ||||||||
By: | LSP III Management B.V. | By: | LSP IV Management B.V. | |||||
Title: | Managing Director | Title: | Managing Director | |||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
By: | /s/ M. Kleijwegt and R.R. Kuijten | |||||
Name: | M. Kleijwegt and R.R. Kuijten | Name: | M. Kleijwegt and R.R. Kuijten | |||||
Title: | Managing Directors | Title: | Managing Directors | |||||
LSP III Omni Investment Coöperatief U.A. | ||||||||
By: | LSP III Management B.V. | |||||||
Title: | Managing Director | |||||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
|||||||
Name: | M. Kleijwegt and R.R. Kuijten | |||||||
Title: | Managing Directors | |||||||
LSP III Management B.V. | ||||||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
|||||||
Name: | M. Kleijwegt and R.R. Kuijten | |||||||
Title: | Managing Directors | |||||||
Coöperatief LSP IV U.A . | ||||||||
By: | LSP IV Management B.V. | |||||||
Title: | Managing Director | |||||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
|||||||
Name: | M. Kleijwegt and R.R. Kuijten | |||||||
Title: | Managing Directors | |||||||
LSP IV Management B.V. | ||||||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
|||||||
Name: | M. Kleijwegt and R.R. Kuijten | |||||||
Title: | Managing Directors |
LIST OF EXHIBITS
Exhibit |
Description | |
99 | Joint Filing Agreement. |
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 Ordinary Shares beneficially owned by each of them of Prosensa Holding 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 12th day of February, 2014.
LSP Prosensa Pooling B.V. | ||||||||
By: | LSP III Management B.V. | By: | LSP IV Management B.V. | |||||
Title: | Managing Director | Title: | Managing Director | |||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
By: | /s/ M. Kleijwegt and R.R. Kuijten | |||||
Name: | M. Kleijwegt and R.R. Kuijten | Name: | M. Kleijwegt and R.R. Kuijten | |||||
Title: | Managing Directors | Title: | Managing Directors | |||||
LSP III Omni Investment Coöperatief U.A. | ||||||||
By: | LSP III Management B.V. | |||||||
Title: | Managing Director | |||||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
|||||||
Name: | M. Kleijwegt and R.R. Kuijten | |||||||
Title: | Managing Directors | |||||||
LSP III Management B.V. | ||||||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
|||||||
Name: | M. Kleijwegt and R.R. Kuijten | |||||||
Title: | Managing Directors | |||||||
Coöperatief LSP IV U.A . | ||||||||
By: | LSP IV Management B.V. | |||||||
Title: | Managing Director | |||||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
|||||||
Name: | M. Kleijwegt and R.R. Kuijten | |||||||
Title: | Managing Directors | |||||||
LSP IV Management B.V. | ||||||||
By: | /s/ M. Kleijwegt and R.R. Kuijten |
|||||||
Name: | M. Kleijwegt and R.R. Kuijten | |||||||
Title: | Managing Directors |