0001011438-17-000074.txt : 20170210 0001011438-17-000074.hdr.sgml : 20170210 20170210142151 ACCESSION NUMBER: 0001011438-17-000074 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 GROUP MEMBERS: AGLAIA BIOMEDICAL VENTURES B.V. GROUP MEMBERS: AGLAIA ONCOLOGY SEED FUND B.V. GROUP MEMBERS: KARL ROTHWEILER GROUP MEMBERS: MARK KRUL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Merus N.V. CENTRAL INDEX KEY: 0001651311 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89510 FILM NUMBER: 17592170 BUSINESS ADDRESS: STREET 1: YALELAAN 62 CITY: 3584 CM UTRECHT STATE: P7 ZIP: 3584 CM BUSINESS PHONE: 31 030 253 8800 MAIL ADDRESS: STREET 1: YALELAAN 62 CITY: 3584 CM UTRECHT STATE: P7 ZIP: 3584 CM FORMER COMPANY: FORMER CONFORMED NAME: Merus B.V. DATE OF NAME CHANGE: 20150819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aglaia Oncology Fund B.V. CENTRAL INDEX KEY: 0001676644 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PROFESSOR BRONKHORSTLAAN 10 STREET 2: BUILDING 92 CITY: BILTHOVEN STATE: P7 ZIP: 3723 MB BUSINESS PHONE: 31302296090 MAIL ADDRESS: STREET 1: PROFESSOR BRONKHORSTLAAN 10 STREET 2: BUILDING 92 CITY: BILTHOVEN STATE: P7 ZIP: 3723 MB SC 13G 1 form_sc13g-aglaia.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. )*
 
Merus N.V.
(Name of Issuer)
 
Common Shares
(Title of Class of Securities)
 
N5749R100
(CUSIP Number)
 
December 31, 2016
(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.: N5749R100
 
 
 
 
 
1
NAME OF REPORTING PERSON
 
Aglaia Oncology Fund 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
711,854
6
SHARED VOTING POWER
397,291
7
SOLE DISPOSITIVE POWER
711,854
8
SHARED DISPOSITIVE POWER
397,291
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,109,145
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.9% (1)
12
TYPE OF REPORTING PERSON
 
OO
 
(1) Based on 16,079,675 Common Shares outstanding as of September 30, 2016, as reported in Merus N.V.’s (the “Issuer”) Form 6-K filed with the Securities and Exchange Commission (“SEC”) on November 7, 2016.
 

 
 

 
 

CUSIP No.: N5749R100

 
 
 
 
1
NAME OF REPORTING PERSON
 
Aglaia Oncology Seed Fund 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
397,291
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
397,291
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
397,291
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.5% (1)
12
TYPE OF REPORTING PERSON
 
OO
 
(1) Based on 16,079,675 Common Shares outstanding as of September 30, 2016, as reported in the Issuer’s Form 6-K filed with the SEC on November 7, 2016.
 
 
CUSIP No.: N5749R100

 
 
 
 
1
NAME OF REPORTING PERSON
 
Aglaia BioMedical Ventures 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
1,109,145
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,109,145
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,109,145
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.9% (1)
12
TYPE OF REPORTING PERSON
 
OO
 
(1) Based on 16,079,675 Common Shares outstanding as of September 30, 2016, as reported in the Issuer’s Form 6-K filed with the SEC on November 7, 2016.
 
CUSIP No.: N5749R100

 
 
 
 
1
NAME OF REPORTING PERSON
 
Mark Krul
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
1,109,145
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,109,145
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,109,145
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.9% (1)
12
TYPE OF REPORTING PERSON
 
IN
 
(1) Based on 16,079,675 Common Shares outstanding as of September 30, 2016, as reported in the Issuer’s Form 6-K filed with the SEC on November 7, 2016. 
CUSIP No.: N5749R100

 
 
 
 
1
NAME OF REPORTING PERSON
 
Karl Rothweiler
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
1,109,145
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,109,145
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,109,145
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.9% (1)
12
TYPE OF REPORTING PERSON
 
IN
 
(1) Based on 16,079,675 Common Shares outstanding as of September 30, 2016, as reported in the Issuer’s Form 6-K filed with the SEC on November 7, 2016.
 

 

 

 

CUSIP No.: N5749R100
 
 
 
 
ITEM 1(a).
NAME OF ISSUER:
 
 
 
Merus N.V. (the “Issuer”)
 
 
ITEM 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
 
 
 
Yalelaan 62
3584 CM Utrecht
The Netherlands
 
 
ITEM 2(a).
NAME OF PERSON FILING:
 
 
 
Aglaia Oncology Fund B.V. (“AOF”)
Aglaia Oncology Seed Fund B.V. (“AOSF”)
Aglaia BioMedical Ventures B.V. (“ABV”)
Mark Krul
Karl Rothweiler
 
 
ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
 
 
 
The address for each of the Reporting Persons is:
Professor Bronkhorstlaan 10, Building 92
3723 MB Bilthoven
The Netherlands
 
 
ITEM 2(c).
CITIZENSHIP:
 
 
 
AOF – The Netherlands
AOSF – The Netherlands
ABV – The Netherlands
Mark Krul – The Netherlands
Karl Rothweiler – The Netherlands
 
 
ITEM 2(d).
TITLE OF CLASS OF SECURITIES:
 
 
 
Common Shares
 
 
ITEM 2(e).
CUSIP NUMBER:
 
 
 
N5749R100
 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
 
 
 
Not Applicable.
 
 
ITEM 4.
OWNERSHIP:
 
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
 
 
 
(a)
Amount beneficially owned:
 
 
AOF – 1,109,145
AOSF – 397,291
ABV – 1,109,145
Mark Krul – 1,109,145
Karl Rothweiler – 1,109,145
 
 
 
 
(b)
Percent of class:
 
 
AOF – 6.9%
AOSF – 2.5%
ABV – 6.9%
Mark Krul – 6.9%
Karl Rothweiler – 6.9%
 
 
 
 
(c)
Number of shares as to which the person has:
 
 
 
 
 
(i)       Sole power to vote or to direct the vote:
 
 
AOF – 711,854
AOSF – 397,291
ABV – 0
Mark Krul – 0
Karl Rothweiler – 0
 
 
 
 
 
(ii)       Shared power to vote or to direct the vote:
 
 
AOF – 397,291
AOSF – 0
ABV – 1,109,145
Mark Krul – 1,109,145
Karl Rothweiler – 1,109,145
 
 
 
 
 
(iii)      Sole power to dispose or to direct the disposition of:
 
 
AOF – 711,854
AOSF – 397,291
ABV – 0
Mark Krul – 0
Karl Rothweiler – 0
 
 
 
 
 
(iv)      Shared power to dispose or to direct the disposition of:
 
 
AOF – 397,291
AOSF – 0
ABV – 1,109,145
Mark Krul – 1,109,145
Karl Rothweiler – 1,109,145 

AOF directly holds 711,854 Common Shares of the Issuer.  AOSF directly holds 397,291 Common Shares of the Issuer.  AOSF is a wholly owned subsidiary of AOF and therefore AOF may be deemed to beneficially own the Common Shares of the Issuer directly held by AOSF. ABV is the sole director of AOF and AOSF and therefore may be deemed to beneficially own the Common Shares of the Issuer directly held by AOF and AOSF. The managing directors of ABV are Mark Krul and Karl Rothweiler.  As such, Mark Krul and Karl Rothweiler may be deemed to beneficially own the Common Shares of the Issuer directly held by AOF and AOSF.
 

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 [   ].
 
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
 
 
 
The disclosure in Item 4 is incorporated herein by reference.
 
 
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:
 
 
 
Not applicable.
 
 
ITEM 10.
CERTIFICATION:
 
 
 
Not applicable.
 

 

 
 

 

 

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 10, 2017
 
 
 
Aglaia Oncology Fund B.V.
     
 
By:
/s/ Karl Rothweiler
  
 
Name:
Karl Rothweiler
  
 
Title:
Director
  
   
 
Aglaia Oncology Seed Fund B.V.
     
 
By:
/s/ Karl Rothweiler
  
 
Name:
Karl Rothweiler
  
 
Title:
Director
  
   
 
Aglaia BioMedical Ventures B.V.
     
 
By:
/s/ Karl Rothweiler
  
 
Name:
Karl Rothweiler
  
 
Title:
Director
  
   
 
 
Mark Krul
     
 
By:
 
/s/ Mark Krul
 
   
 
Karl Rothweiler
     
 
By:
 
/s/ Karl Rothweiler
 

EXHIBIT 99.1
 
JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13G with respect to the Common Shares of Merus N.V., dated as of February 10, 2017, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date:  February 10, 2017 


 
Aglaia Oncology Fund B.V.
     
 
By:
/s/ Karl Rothweiler
  
 
Name:
Karl Rothweiler
  
 
Title:
Director
  
   
 
Aglaia Oncology Seed Fund B.V.
     
 
By:
/s/ Karl Rothweiler
  
 
Name:
Karl Rothweiler
  
 
Title:
Director
  
   
 
Aglaia BioMedical Ventures B.V.
     
 
By:
/s/ Karl Rothweiler
  
 
Name:
Karl Rothweiler
  
 
Title:
Director
  
   
 
 
Mark Krul
     
 
By:
 
/s/ Mark Krul
 
   
 
Karl Rothweiler
     
 
By:
 
/s/ Karl Rothweiler