0000950103-15-001265.txt : 20150218 0000950103-15-001265.hdr.sgml : 20150216 20150217145706 ACCESSION NUMBER: 0000950103-15-001265 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: LSP III MANAGEMENT B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Affimed N.V. CENTRAL INDEX KEY: 0001608390 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88320 FILM NUMBER: 15621348 BUSINESS ADDRESS: STREET 1: IM NEUENHEIMER FELD 582, 69120 CITY: HEIDELBERG STATE: 2M ZIP: 000000 BUSINESS PHONE: 49-6221-65307 MAIL ADDRESS: STREET 1: IM NEUENHEIMER FELD 582, 69120 CITY: HEIDELBERG STATE: 2M ZIP: 000000 FORMER COMPANY: FORMER CONFORMED NAME: Affimed Therapeutics B.V. DATE OF NAME CHANGE: 20140516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LSP III Omni Investment Cooperatief U.A. CENTRAL INDEX KEY: 0001619088 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: JOHANNES VERMEERPLEIN 9 CITY: 1071 DV AMSTERDAM STATE: P7 ZIP: 00000 BUSINESS PHONE: 31-206645500 MAIL ADDRESS: STREET 1: JOHANNES VERMEERPLEIN 9 CITY: 1071 DV AMSTERDAM STATE: P7 ZIP: 00000 SC 13G 1 dp53542_sc13g-lspiii.htm SCHEDULE 13G
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
 
Affimed N.V.
(Name of Issuer)
 
Common shares, nominal value €0.01 per share
(Title of Class of Securities)
 
N01045108
(CUSIP Number)
 
February 17, 2015
(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)
 
o
 Rule 13d-1(c)
 
x
 Rule 13d-1(d)
 
 
 
Page 1 of 7
 
 
 
CUSIP No. N01045108
13G
  
 
1.
NAMES OF REPORTING PERSONS
 
LSP III Omni Investment Coöperatief U.A.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)            o
   
(b)            o
     
     
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
1,561,403
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
1,561,403
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,561,403
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
o          
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% based on 23,984,168 outstanding common shares
 
 
12.
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
Page 2 of 7
 
 
 
CUSIP No. N01045108
13G
  
 
1.
NAMES OF REPORTING PERSONS
 
LSP III Management B.V.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)            o
   
(b)            o
 
 
 
  
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.
1,561,403
7.
SOLE DISPOSITIVE POWER
0
8.
1,561,403
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,561,403
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
o            
           
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% based on 23,984,168 outstanding common shares
 
 
12.
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
Page 3 of 7
 
 
 
Item 1(a).
Name of Issuer:
 
Affimed N.V.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
Technologiepark, Im Neuenheimer Feld 582
69120 Heidelberg, Germany
 
Item 2(a).
Name of Person Filing:
 
The Statement is being filed on behalf of LSP III Omni Investment Coöperatief UA (“LSP III”) and LSP III Management B.V. (collectively, the “Reporting Persons”).
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of the Reporting Persons is Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands.
 
Item 2(c).
Citizenship:
 
The Netherlands
 
Item 2(d).
Title of Class of Securities:
 
Common shares, nominal value €0.01 per share
 
Item 2(e).
CUSIP Number:
 
N01045108
 
Item 3.
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
NOT APPLICABLE
 
(a)
 o
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
     
(b)
 o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
     
(c)
 o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
     
(d)
 o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
(e)
 o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f)
 o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g)
 o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
     
(h)
 o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)
 o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j)
 o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
     
(k) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
 
Page 4 of 7
 
 
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
 
The ownership reflected below refers to each of the Reporting Persons:
 
 
(a)
Amount beneficially owned:  1,561,403
 
 
(b)
Percent of class:  6.5% based on 23,984,168 outstanding common shares
 
 
(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: 1,561,403
 
 
(iii)Sole power to dispose or to direct the disposition of:  0
 
 
(iv)Shared power to dispose or to direct the disposition of:  1,561,403
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
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 five percent of the class of securities, check the following. o
 
In connection with the Reporting Persons’ execution of the Amended and Restated Carve-Out Agreements and the Termination Agreement on February 12, 2015, the “group” as reported on the Reporting Persons’ Schedule 13D filed on September 22, 2014 terminated.
 
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.
 
NOT APPLICABLE
 
Item 9.
Notice of Dissolution of Group.
 
See Exhibit 99.1.
 
Item 10.
Certifications.
 
NOT APPLICABLE
 
 
 
Page 5 of 7
 
 
 
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.
 
 
  LSP III Omni Investment Coöperatief U.A.
   
 
February 17, 2015
 
(Date)
   
 
/s/ Martijn Kleijwegt and René Kuijten
 
(Signature)
   
  By: LSP III Management B.V.
Managing Director
   
 
Martijn Kleijwegt and René Kuijten
Managing Directors
 
(Name/Title)
   
  LSP III Management B.V.
   
 
February 17, 2015
 
(Date)
   
 
/s/ Martijn Kleijwegt and René Kuijten
 
(Signature)
   
 
Martijn Kleijwegt and René Kuijten
Managing Directors
 
(Name/Title)
 
 
 
Page 6 of 7
 
 
 
INDEX TO EXHIBITS
 
99.1
Item 9 Information.
 
 
 
 
 Page 7 of 7
 
 EX-99.1 2 dp53542_ex9901-lspiii.htm EXHIBIT 99.1
 
 
Exhibit 99.1
 
As of February 17, 2015 any “group” formed by the Reporting Persons, on the one hand, and Prof. Dr. Melvyn Little, Deutsches Krebsforschungszentrum, AGUTH Holding GmbH, KfW, tbg Technologie-Beteiligungs-Gesellschaft mbH, SGR Sagittarius Holding AG, BioMed Invest I Ltd., OrbiMed Associates III, LP, OrbiMed Private Investments III, LP and Novo Nordisk A/S (collectively, the “Existing Entities”), on the other hand, was dissolved. Beginning with this filing, all further filings with respect to transactions in common shares will be filed, if required, separately by the Reporting Persons on the one hand and the Existing Entities on the other hand.