0001144204-18-007659.txt : 20180213 0001144204-18-007659.hdr.sgml : 20180213 20180213123129 ACCESSION NUMBER: 0001144204-18-007659 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180213 DATE AS OF CHANGE: 20180213 GROUP MEMBERS: FORESITE CAPITAL FUND IV, L.P. GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT II, LLC GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT IV, LLC GROUP MEMBERS: JAMES TANANBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: uniQure N.V. CENTRAL INDEX KEY: 0001590560 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88012 FILM NUMBER: 18601296 BUSINESS ADDRESS: STREET 1: PAASHEUVELWEG 25A CITY: AMSTERDAM STATE: P7 ZIP: 1105 BP BUSINESS PHONE: 1-339-970-7000 MAIL ADDRESS: STREET 1: PAASHEUVELWEG 25A CITY: AMSTERDAM STATE: P7 ZIP: 1105 BP FORMER COMPANY: FORMER CONFORMED NAME: uniQure B.V. DATE OF NAME CHANGE: 20131030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Foresite Capital Fund II, L.P. CENTRAL INDEX KEY: 0001594914 IRS NUMBER: 901029166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 4500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-877-4887 MAIL ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 4500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 tv485578_sc13ga.htm SC 13G/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

 

uniQure N.V.

(Name of Issuer)

 

Ordinary Shares, par value €0.05

(Title of Class of Securities)

 

N90064101

(CUSIP Number)

 

December 31, 2017

(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)

 

xRule 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 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).

 

(Continued on following pages)

 

Page 1 of 11

 

Exhibit Index on Page 10

 

 

 

   

 

 

CUSIP # N90064101 Page 2 of 11

 

1 NAME OF REPORTING PERSONS         Foresite Capital Fund II, L.P. (“FCF II”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a)         ¨         (b)         x
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
109,350 shares, except that Foresite Capital Management II, LLC (“FCM II”), the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

109,350 shares, except that FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,350
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 0.4%*
12 TYPE OF REPORTING PERSON PN

 

* As reported by the Issuer, as of October 30, 2017, the total number of ordinary shares outstanding was 30,800,080 ordinary shares.

 

   

 

 

CUSIP # N90064101 Page 3 of 11

 

1 NAME OF REPORTING PERSONS         Foresite Capital Management II, LLC (“FCM II”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a)         ¨         (b)         x
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
109,350 shares, all of which are directly owned by FCF II.  FCM II, the general partner of FCF II, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to vote these shares.

 

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
109,350 shares, all of which are directly owned by FCF II.  FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,350
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 0.4%*
12 TYPE OF REPORTING PERSON OO

 

* As reported by the Issuer, as of October 30, 2017, the total number of ordinary shares outstanding was 30,800,080 ordinary shares.

 

   

 

 

CUSIP # N90064101 Page 4 of 11

 

1 NAME OF REPORTING PERSONS         Foresite Capital Fund IV, L.P. (“FCF IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a)         ¨         (b)         x
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
635,234 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares.

 

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

635,234 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 635,234
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 2.1%*
12 TYPE OF REPORTING PERSON PN

 

* As reported by the Issuer, as of October 30, 2017, the total number of ordinary shares outstanding was 30,800,080 ordinary shares.

 

   

 

 

CUSIP # N90064101 Page 5 of 11

 

1 NAME OF REPORTING PERSONS         Foresite Capital Management IV, LLC (“FCM IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a)         ¨         (b)         x
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
635,234 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares.

 

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
635,234 shares, all of which are directly owned by FCF IV.  FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 635,234
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 2.1%*
12 TYPE OF REPORTING PERSON OO

 

* As reported by the Issuer, as of October 30, 2017, the total number of ordinary shares outstanding was 30,800,080 ordinary shares.

 

   

 

 

CUSIP # N90064101 Page 6 of 11

 

1 NAME OF REPORTING PERSONS         James Tananbaum (“Tananbaum”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a)         ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER
744,584 shares, of which 109,350 are directly owned by FCF II and 635,234 are directly owned by FCF IV.  Tananbaum is the managing member of FCM II, which is the general partner of FCF II, and the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to vote these shares.

 

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
744,584 shares, of which 109,350 are directly owned by FCF II and 635,234 are directly owned by FCF IV.  Tananbaum is the managing member of FCM II, which is the general partner of FCF II, and the managing member of FCM IV, which is the general partner of FCF IV.  Tananbaum may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 744,584
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 2.4%*
12 TYPE OF REPORTING PERSON IN

 

* As reported by the Issuer, as of October 30, 2017, the total number of ordinary shares outstanding was 30,800,080 ordinary shares.

 

   

 

 

CUSIP # N90064101 Page 7 of 11

 

ITEM 1(A).NAME OF ISSUER

 

uniQure N.V. (the “Issuer”)

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

Paasheuvelweg 25a
1105 BP Amsterdam, The Netherlands

 

ITEM 2(A).NAME OF PERSONS FILING

This Schedule is filed by Foresite Capital Fund II, L.P., a Delaware limited partnership (“FCF II”), Foresite Capital Management II, LLC, a Delaware limited liability company (“FCM II”), Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

c/o Foresite Capital Management

600 Montgomery Street, Suite 4500
San Francisco, CA 94111

ITEM 2(C).CITIZENSHIP

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

Ordinary Shares

 

ITEM 2(D)CUSIP NUMBER

N90064101

 

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.

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2017:

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

   

 

 

CUSIP # N90064101 Page 8 of 11

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

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: x

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of FCF II and FCF IV and the limited liability company agreements of FCM II and FCM IV the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

 

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.

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 of 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.

 

   

 

 

CUSIP # N90064101 Page 9 of 11

 

SIGNATURES

 

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 13, 2018

 

  FORESITE CAPITAL FUND II, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT II, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL MANAGEMENT II, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL FUND IV, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT IV, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL MANAGEMENT IV, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  JAMES TANANBAUM
     
  By: /s/ James Tananbaum
  Name: James Tananbaum

 

   

 

 

CUSIP # N90064101 Page 10 of 11

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
Exhibit A:  Agreement of Joint Filing   11

 

   

 

 

CUSIP # N90064101 Page 11 of 11

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.