SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

ARGOS THERAPEUTICS INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

040221 103

(CUSIP Number)

ForArgos B.V.

Gooimeer 2-35,

1411 DC Naarden

The Netherlands

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 18, 2018

(Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ☐

* 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 (“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).

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(1)	Name of Reporting Persons:     ForArgos B.V.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ☐        (b)  ☒
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):     OO
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):     ☐
(6)	Citizenship or Place of Organization:     The Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 309,998
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 309,998

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 309,998
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ☐
(13)	Percent of Class Represented by Amount in Row (11): 2.93%*
(14)	Type of Reporting Person (See Instructions): OO

* The percent of class was calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on 10,586,661 shares of common stock outstanding as of November 17, 2018, as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, as filed with the Securities and Exchange Commission on November 19, 2018.

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(1)	Name of Reporting Persons: Forbion I Management B.V.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ☐        (b)  ☒
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):     OO
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):     ☐
(6)	Citizenship or Place of Organization:     The Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 309,998
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 309,998

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 309,998
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ☐
(13)	Percent of Class Represented by Amount in Row (11): 2.93%*
(14)	Type of Reporting Person (See Instructions): OO

* The percent of class was calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on 10,586,661 shares of common stock outstanding as of November 17, 2018, as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, as filed with the Securities and Exchange Commission on November 19, 2018.

CUSIP No. 040221 103

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of Argos Therapeutics, Inc., a Delaware corporation (the “Company”). The Common Stock is listed on The NASDAQ Global Market under the symbol “ARGS.”

The address of the Issuer’s principal executive offices is 4233 Technology Drive, Durham, North Carolina 27704.

ITEM 2. IDENTITY AND BACKGROUND

(a)	This Schedule 13D is being jointly filed by ForArgos B.V. and Forbion I Management B.V., its director. They are sometimes referred to collectively herein as the “Reporting Persons” . The shares of Common Stock to which this Schedule 13D relates are held directly by ForArgos B.V.
(b)	The business address and principal office address of ForArgos B.V. is Gooimeer 2-35, 1411 DC Naarden, The Netherlands. The business address and principal office address of Forbion I Management B.V. is Gooimeer 2-35, 1411 DC Naarden, The Netherlands.
(c)	ForArgos B.V. is a joint investment vehicle of Coöperatieve AAC LS U.A. (“COOP”), Forbion Co-Investment II Coöperatief U.A. (“COOP 1.2”) and Forbion CF II Co-Invest I Coöperatief U.A. (“COOP 2.1”), each of which has an economic interest in ForArgos B.V. Forbion I Management B.V. is the director of COOP, Forbion 1 Co II Management B.V. is the director of COOP 1.2 and Forbion II Co I Management B.V. is the director of COOP 2.1. The principal business of each of the Reporting Persons is capital investing on behalf of its investors.
(d)-(e)	During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any 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 violations with respect to such laws.
(f)	Each of the Reporting Persons is a private company with limited liability incorporated under the laws of the Netherlands.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The information set forth in or incorporated by reference in Item 4 of this statement is incorporated by reference in its entirety into this Item 3.

ITEM 4. PURPOSE OF TRANSACTION

Private Placement

On March 4, 2016, ForArgos B.V. and certain other investors entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Company, pursuant to which the Company agreed to issue and sell an aggregate of up to $60 million of Common Stock and warrants (“Private Placement Warrants”) to purchase shares of Common Stock in a private placement (the “Private Placement”). ForArgos B.V. acquired shares of Common Stock and Warrants in two tranches pursuant to the Private Placement.

• At the initial closing, which occurred on March 14, 2016, the Company sold to investors an aggregate of 3,652,430 shares of Common Stock and Private Placement Warrants to purchase a total of 2,739,323 shares

CUSIP No. 040221 103

of Common Stock (0.75 shares of Common Stock for each share purchased), at a purchase price per share and accompanying Private Placement Warrant equal to $5.44375 (the “Purchase Price”). Of this amount, ForArgos B.V. purchased a total of 881,745 shares of Common Stock and a Private Placement Warrant to purchase a total of 661,309 shares of Common Stock. The Private Placement Warrant has an exercise price of $5.35 per share, is immediately exercisable and will expire on the fifth anniversary of the date of issuance.

• At the second closing, which occurred on June 29, 2016, the Company sold to investors a total of 5,478,672 shares of Common Stock and Private Placement Warrants to purchase a total of 4,109,005 shares of Common Stock, based on a purchase price per share and accompanying Private Placement Warrant equal to the Purchase Price. Of this amount, ForArgos B.V. purchased a total of 1,322,618 shares of Common Stock and a Private Placement Warrant to purchase a total of 991,964 shares of Common Stock. The Private Placement Warrant has an exercise price of $5.35 per share, is immediately exercisable and will expire on the fifth anniversary of the date of issuance.

Public Offering

On July 28, 2016, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and JMP Securities LLC as representatives of the several underwriters (collectively, the “Underwriters”), relating to an underwritten public offering of 9,090,909 shares of the Company’s Common Stock (the “Public Offering Shares”) and warrants to purchase up to an aggregate of 6,818,181 shares of Common Stock (the “Public Offering Warrants,” and, together with the Private Placement Warrants, the “Warrants”). The Public Offering Shares and Public Offering Warrants were sold in combination, with one Public Offering Warrant to purchase up to 0.75 of a share of Common Stock accompanying each share of Common Stock sold. All of the Public Offering Shares and Public Offering Warrants were sold by the Company. The offering price to the public was $5.50 per share of Common Stock and accompanying Public Offering Warrant. The Underwriters agreed to purchase the Public Offering Shares and Public Offering Warrants from the Company pursuant to the Underwriting Agreement (i) at a price of $5.50 per share of Common Stock and accompanying Public Offering Warrant with respect to the securities purchased by certain of the Company’s investors and (ii) at a price of $5.17 per share and accompanying Public Offering Warrant with respect to the securities purchased by all other investors. The Public Offering Warrants have an exercise price of $5.50 per share, are exercisable immediately upon initial issuance and will expire on August 2, 2021. The offering closed on August 2, 2016.

In this offering, ForArgos B.V. purchased a total of 1,545,454 Public Offering Shares and Public Offering Warrants to purchase a total of 1,159,090 shares of Common Stock.

Share Transfers to ForArgos B.V.

On January 27, 2016, ForArgos B.V., Coöperatieve AAC LS U.A. (“COOP”), Forbion Co-Investment II Coöperatief U.A. (“COOP 1.2”) and Forbion CF II Co-Invest I Coöperatief U.A. (“COOP 2.1”) entered into a Shareholders’ Agreement pursuant to which the parties agreed to consolidate their respective holdings of Company securities in a single investment vehicle, which at that time were comprised of 1,254,388 shares of the Company’s Common Stock held by COOP and 1,195,756 shares of the Company’s Common Stock held by COOP 1.2. These shares were contributed to ForArgos on November 9, 2016.

Reverse Stock Split

On January 18, 2018, the Company effected a one-for-twenty reverse split of its common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the Reporting Persons beneficially own less than 5% of the outstanding common stock of the Issuer. Consequently, this Amendment constitutes the final amendment to the Initial Schedule 13D and an exit filing for the Reporting Persons.

General

ForArgos acquired the above-described Common Stock and Warrants based on the belief that such securities represented an attractive investment opportunity.

CUSIP No. 040221 103

In connection with the foregoing, and as may be appropriate from time to time, each of the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Company, including, without limitation: (a) the acquisition or disposition of shares of Common Stock, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) changes in the present board of directors or management of the Company; (e) a material change in the present capitalization or dividend policy of the Company; (f) other material changes in the Company’s business or corporate structure; (g) changes in the Company’s certificate of incorporation or bylaws or other actions that may impede the acquisition of control of the Company by any person; (h) causing any class of the Company’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above. Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Company, including Mr. van Deventer, in their fiduciary capacities as directors, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.

The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock, Warrants or other securities of the Company, dispose of some or all of the shares of Common Stock, Warrants or other securities of the Company, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or proposals with respect to any of the foregoing. Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of shares of Common Stock.

The Reporting Persons intend to review their investment in the Common Stock and Warrants from time to time on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)-(b)

As a result of the foregoing transactions, the Reporting Persons currently beneficially own 309,998 shares of the Issuer’s common stock, which represents less than 5% of the outstanding common stock of the Issuer based on 10,586,661 shares of common stock outstanding as of November 17, 2018, as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, as filed with the Securities and Exchange Commission on November 19, 2018.

(c)-(e)

Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 4 hereof are incorporated into this Item 6 by reference.

ForArgos B.V., Coöperatieve AAC LS U.A. (“COOP”), Forbion Co-Investment II Coöperatief U.A. (“COOP 1.2”) and Forbion CF II Co-Invest I Coöperatief U.A. (“COOP 2.1”) are party to shareholders agreement dated January 27, 2016, pursuant to which the shareholders of ForArgos B.V. have agreed to pool their shareholdings in the Company and make any new investments in the Company through ForArgos B.V.

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To the best knowledge of the Reporting Persons, except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the Reporting Persons and any other person, with respect to any securities of the Company, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

99.1	Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
99.2	Shareholders’ Agreement by and among ForArgos B.V. and Cooperatieve AAC LS U.A. and Forbion Co-Investment II Cooperatief U.A. and Forbion CF Co-Invest I Cooperatief U.A. dated January 27, 2016

CUSIP No. 040221 103

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: February 14, 2019

FORARGOS B.V. By: Forbion I Management B.V.
By:	/s/ M.A. Van Osch /s/ H.A. Slootweg
	Name: M.A. van Osch and H.A. Slootweg
	Title: Directors
FORBION I MANAGEMENT B.V.
By:	/s/ M.A. Van Osch /s/ H.A. Slootweg
	Name: M.A. van Osch and H.A. Slootweg
	Title: Directors

CUSIP No. 040221 103

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
99.2	Stockholders Agreement dated January 27, 2016 ForArgos B.V. by and among Cooperatieve AAC LS U.A. and Forbion Co-Investment II Cooperatief U.A. and Forbion CF II Co-Invest I Cooperatief U.A.

EX-99.1

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Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of February 14, 2019.

FORARGOS B.V. By: Forbion I Management B.V.
By:	/s/ M.A. Van Osch /s/ H.A. Slootweg
	Name: M.A. van Osch and H.A. Slootweg
	Title: Directors
FORBION I MANAGEMENT B.V.
By:	/s/ M.A. Van Osch /s/ H.A. Slootweg
	Name: M.A. van Osch and H.A. Slootweg
	Title: Directors

EX-99.2

Exhibit 99.2

Shareholders’ Agreement

January 27, 2016

ForArgos B.V.

by and among

Coöperatieve AAC LS U.A.

and

Forbion Co-Investment II Coöperatief U.A.

and

Forbion CF II Co-Invest I Coöperatief U.A.

FORARGOS B.V. (“ForArgos”) is a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) on January 27, 2016. ForArgos has its official seat in Naarden and its registered office at Gooimeer 2-35, 1411 DC Naarden, The Netherlands. ForArgos is recorded at the trade registry of the Chamber of Commerce under file number: 65192125.

ForArgos currently has an issued and outstanding capital of three eurocents (€ 0.03), divided in ten (10) FCF 1 Shares, ten (10) FCF 1.2 Shares and ten (10) FCF 2.1 Shares each with a nominal value of one tenth of a eurocent (€ 0.001);

This shareholders’agreement is made effective as of January 27, 2016 by and among:

Coöperatieve AAC LS U.A., a cooperative (coöperatie) incorporated and existing under the laws of the Netherlands, having its registered office (statutaire zetel) in Naarden, the Netherlands and its office address at Gooimeer 2 – 35, (1411 DC), Naarden, the Netherlands, registered with the trade register of the chamber of commerce under number 34256402, (“Coop AAC”) being the holder of ten (10) FCF 1 Shares;

Forbion Co-Investment II Coöperatief U.A. a cooperative (coöperatie) incorporated and existing under the laws of the Netherlands, having its registered office (statutaire zetel) in Naarden, the Netherlands and its office address at Gooimeer 2 – 35, (1411 DC), Naarden, the Netherlands, registered with the trade register of the chamber of commerce under number 53958713 (“Coop 1.2”) being the holder of ten (10) FCF 1.2 Shares;

Forbion CF II Co-Invest I Coöperatief U.A. a cooperative (coöperatie) incorporated and existing under the laws of the Netherlands, having its registered office (statutaire zetel) in Naarden, the Netherlands and its office address at Gooimeer 2 – 35, (1411 DC), Naarden, the Netherlands, registered with the trade register of the chamber of commerce under number 63583631 (“Coop 2.1”), being the holder of ten (10) FCF 2.1 Shares; jointly referred to as the “Shareholders”.

Whereas:

• Argos Therapeutics, Inc. is a corporation registered in the State of Delaware, United States of America, having its principal place of business at 4233 Technology Drive Durham, North Carolina 27704, United States of America (“Argos”);

• The shareholders are investors in Argos and wish to combine their shareholdings and voting power in Argos in ForArgos B.V.;

• Coop AAC is the holder of one million two hundred and fifty four thousand and three hundred and eighty eight (1,254,388) listed shares in Argos (Nasdaq: ARGS);

• Coop 1.2 is the holder of one million one hundred and ninety five thousand seven hundred and fifty six (1,195,756) listed shares in Argos (Nasdaq: ARGS);

• Coop AAC and Coop 1.2 wish to assign such shares to ForArgos in order to benefit from joint voting power and to maintain eligible for certain rights e.g. the appointment of a Board Member;

• Argos anticipates a new (USD 60m) financing round a so called PIPE investment round.

• The shareholders anticipate to jointly obtain additional shares in Argos during such financing round;

Therefore the following is agreed by and among the shareholders:

• Coop AAC will assign the 1,254,388 listed shares in Argos currently held in its own name to ForArgos B.V.;

• Coop 1.2 will assign the 1,195,756 listed shares in Argos currently held in its own name to ForArgos B.V.;

• The Shareholders will make any new investments in Argos through ForArgos and will have any shares and or warrants registered in the name of ForArgos;

• ForArgos shall register the Argos shares and/or warrants in its name and will ensure that any proceeds related to the sale of Argos shares shall be distributed among the shareholders in accordance with Schedule I;

• ForArgos shall immediately update Schedule I following any new investments made in Argos;

/s/ H.A. Slootweg and M.A. van Osch

H.A. Slootweg and M.A. van Osch as directors of

Forbion I Management B.V. director of

Coöperatieve AAC LS U.A.

/s/ H.A. Slootweg and M.A. van Osch

H.A. Slootweg and M.A. van Osch as directors of

Forbion I Co II Management B.V. director of

Forbion Co-Investment,II Coöperatief U.A.

/s/ H.A. Slootweg and M.A. van Osch

H.A. Slootweg and M.A. van Osch as directors of

Forbion II Co I Management B.V. director of

Forbion CF II Co-Invest I Coöperatief U.A.

For Acknowledgement

/s/ H.A. Slootweg and M.A. van Osch

ForArgos B.V

By M.A. van Osch and H.A. Slootweg as directors of Forbion I Management B.V. its director.

ForArgos B.V. Updated August 2016 SCHEDULE I

In case ForArgos sells any listed shares in Argos Therapeutics Inc. any distribution of such proceeds to the shareholders of ForArgos B.V. shall be done in accordance with the following schedule:

Shareholder Name	Argos shares allocated		ForArgos Distribution % allocated
Coöperatieve AAC LS U.A.		1,442,481		23.2660	%
Forbion Co-Investment II Coöperatief U.A.		1,375,057		22.1785	%
Forbion CF II Co-Invest 1 Coöperatief U.A.		3,382,424		54.5556	%
Total		6,199,962		100.0000	%

In addition to the shares ForArgos B.V. also holds warrants with an exercise price or USD 5.35. In case such warrants are exercised any distributions made by ForArgos in relation to such warrants shall be distributed to the shareholders in accordance with the following schedule:

Shareholder Name	Warrants 14/3/2016		Warrants 29/06/2016		Distribution % allocated
Coöperatieve AAC LS U.A.		56,428		84,642		8.5328	%
Forbion Co-Investment II Coöperatief U.A.		53,790		80,686		8.1339	%
Forbion CF II Co-Invest I Coöperatief U.A.		551,091		826,636		83.3333	%
Total		661,309		991,964		100.0000	%

In addition to the above, ForArgos B.V. also holds warrants with an exercise price or USD 5.50. In case such warrants are exercised any distributions made by ForArgos in relation to such warrants shall be distributed to the shareholders in accordance with the following schedule:

Shareholder Name	Warrants August 2016		Distribution % allocated
Coöperatieve AAC LS U.A.
Forbion Co-Investment II Coöperatief U.A.
Forbion CF II Co-Invest I Coöperatief U.A.		1,159,091		100.0000	%
Total		1,159,091		100.0000	%

/s/ H.A. Slootweg and M.A. van Osch

Coöperatieve AAC LS U.A.

/s/ H.A. Slootweg and M.A. van Osch

Forbion Co-Investment Coöperatlef U.A.

/s/ H.A. Slootweg and M.A. van Osch

Forbion CF II Co-Invest I Coöperatief U.A.