0001193125-19-040785.txt : 20190214 0001193125-19-040785.hdr.sgml : 20190214 20190214160702 ACCESSION NUMBER: 0001193125-19-040785 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: BOXER ASSET MANAGEMENT INC. GROUP MEMBERS: JOE LEWIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DBV Technologies S.A. CENTRAL INDEX KEY: 0001613780 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88701 FILM NUMBER: 19606153 BUSINESS ADDRESS: STREET 1: 177-181 AVENUE PIERRE BROSSOLETTE CITY: MONTROUGE STATE: I0 ZIP: 92120 BUSINESS PHONE: 33(0)155427878 MAIL ADDRESS: STREET 1: 177-181 AVENUE PIERRE BROSSOLETTE CITY: MONTROUGE STATE: I0 ZIP: 92120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boxer Capital, LLC CENTRAL INDEX KEY: 0001465837 IRS NUMBER: 203828456 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11682 EL CAMINO REAL STREET 2: SUITE 320 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 400-3112 MAIL ADDRESS: STREET 1: 11682 EL CAMINO REAL STREET 2: SUITE 320 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13G/A 1 d678860dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

DBV TECHNOLOGIES S.A.

(Name of Issuer)

Ordinary shares, €0.10 nominal value per share

(Title of Class of Securities)

23306J101 (American Depositary Shares, each representing one-half of one Ordinary Share)

(CUSIP Number)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule if filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ 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. 23306J101

 

  1    

Name of reporting persons.

 

Boxer Capital, LLC

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5     

Sole voting power.

 

-0-

   6   

Shared voting power.

 

2,250,000*

   7   

Sole dispositive power.

 

-0-

   8   

Shared dispositive power.

 

2,250,000*

  9    

Aggregate amount beneficially owned by each reporting person.

 

2,250,000*

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

☐

11  

Percent of class represented by amount in row (9).

 

7.5%*

12  

Type of reporting person

 

CO

 

*

Comprised of ordinary shares held through 4,500,000 American Depository Shares, each of which represents one-half of an ordinary share.

**

Based on 30,122,977 ordinary shares outstanding as of September 30, 2018 as set forth in the Issuer’s report on Form 6-K filed with the Securities and Exchange Commission on October 30, 2018.

CUSIP No. 23306J101

 

  1    

Name of reporting persons.

 

Boxer Asset Management Inc.

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5     

Sole voting power.

 

-0-

   6   

Shared voting power.

 

2,250,000*

   7   

Sole dispositive power.

 

-0-

   8   

Shared dispositive power.

 

2,250,000*

  9    

Aggregate amount beneficially owned by each reporting person.

 

2,250,000*

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

☐

11  

Percent of class represented by amount in row (9).

 

7.5%*

12  

Type of reporting person

 

CO

 

*

Comprised of ordinary shares held through 4,500,000 American Depository Shares, each of which represents one-half of an ordinary share.

**

Based on 30,122,977 ordinary shares outstanding as of September 30, 2018 as set forth in the Issuer’s report on Form 6-K filed with the Securities and Exchange Commission on October 30, 2018.

CUSIP No. 23306J101

 

  1    

Name of reporting persons.

 

Joe Lewis

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ☐        (b)  ☒

 

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5     

Sole voting power.

 

-0-

   6   

Shared voting power.

 

2,250,000*

   7   

Sole dispositive power.

 

-0-

   8   

Shared dispositive power.

 

2,250,000*

  9    

Aggregate amount beneficially owned by each reporting person.

 

2,250,000*

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

☐

11  

Percent of class represented by amount in row (9).

 

7.5%*

12  

Type of reporting person

 

IN

 

*

Comprised of ordinary shares held through 4,500,000 American Depository Shares, each of which represents one-half of an ordinary share.

**

Based on 30,122,977 ordinary shares outstanding as of September 30, 2018 as set forth in the Issuer’s report on Form 6-K filed with the Securities and Exchange Commission on October 30, 2018.

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G filed on December 20, 2018 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”) and Joe Lewis (together with Boxer Capital and Boxer Management, the “Reporting Persons”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.

Item 4. Ownership.

 

  (a)

Amount beneficially owned:

The Reporting Persons beneficially own 2,250,000 Ordinary Shares. The Ordinary Shares beneficially owned are owned through 4,500,000 ADSs.

 

  (b)

Percent of class:

The number of Ordinary Shares beneficially owned by the Reporting Persons represent 7.5% (based on 30,122,977 Ordinary Shares outstanding as of September 30, 2018 as set forth in the Issuer’s report on Form 6-K filed with the Securities and Exchange Commission on October 30, 2018) of the Issuer’s outstanding Ordinary Shares.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

None of the Reporting Persons has the sole power to vote or to direct the vote of any Ordinary Shares the Reporting Persons beneficially own.

 

  (ii)

Shared power to vote or to direct the vote:

The Reporting Persons have shared power to vote or to direct the vote of the 2,250,000 Ordinary Shares they beneficially own.

 

  (iii)

Sole power to dispose or direct the disposition of:

None of the Reporting Persons has the sole power to dispose or to direct the disposition of any of the Ordinary Shares the Reporting Persons beneficially own.

 

  (iv)

Shared power to dispose or to direct the disposition of:

The Reporting Persons have shared power to dispose or to direct the disposition of the 2,250,000 Ordinary Shares they beneficially own.

Item 10. Certification.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits

 

  1

Joint Filing Agreement among the Reporting Persons, incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on December 20, 2018.

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 14, 2019   
   BOXER CAPITAL, LLC
   By: /s/ Aaron I. Davis                                        
   Name: Aaron I. Davis
   Title: Chief Executive Officer
   BOXER ASSET MANAGEMENT INC.
   By: /s/ Jason Callender                                        
   Name: Jason Callender
   Title: Director
   JOSEPH C. LEWIS
   By: /s/ Joseph C. Lewis                                        
          Joseph C. Lewis, Individually