0001193125-16-663831.txt : 20160729 0001193125-16-663831.hdr.sgml : 20160729 20160729115255 ACCESSION NUMBER: 0001193125-16-663831 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160729 DATE AS OF CHANGE: 20160729 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nabriva Therapeutics AG CENTRAL INDEX KEY: 0001641640 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: C4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89113 FILM NUMBER: 161792802 BUSINESS ADDRESS: STREET 1: LEBERSTRASSE 20 CITY: VIENNA STATE: C4 ZIP: 1110 BUSINESS PHONE: 43 (0)1 740 93-0 MAIL ADDRESS: STREET 1: LEBERSTRASSE 20 CITY: VIENNA STATE: C4 ZIP: 1110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Novo A/S CENTRAL INDEX KEY: 0001388325 IRS NUMBER: 000000000 STATE OF INCORPORATION: G7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TUBORG HAVNEVEJ 19 CITY: HELLERUP STATE: G7 ZIP: 2900 BUSINESS PHONE: 45 8824 8824 MAIL ADDRESS: STREET 1: TUBORG HAVNEVEJ 19 CITY: HELLERUP STATE: G7 ZIP: 2900 SC 13G 1 d164270dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Nabriva Therapeutics AG

(Name of Issuer)

 

 

Common Shares, nominal value €1.00 per share, and

American Depositary Shares, each representing one-tenth (1/10) of one Common Share

(Title of class of securities)

62957M104

(CUSIP number)

July 19, 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)

x 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).

 

 

 

  1.   

Name of Reporting Person:

 

Novo A/S

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Denmark

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power:

 

106,511 (1)

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

106,511 (1)

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

106,511 (1)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares: ¨

 

11.  

Percent of Class Represented By Amount In Row (9):

 

5.0% (2)

12.  

Type of Reporting Person:

 

CO

 

(1) Represents 1,065,113 American Depositary Shares (“ADS”). Each ADS represents one-tenth (1/10th) of one Common Share.
(2) Based upon the Issuer’s Form 6-K filed with the Securities and Exchange Commission on May 10, 2016, which reported 2,120,543 Common Shares outstanding as of March 31, 2016.

 

2

This Schedule 13G relates to the common shares, nominal value €1.00 per share (the “Common Shares”), of Nabriva Therapeutics AG (the “Issuer”) a corporation formed under the laws of the Republic of Austria. Certain Common Shares of the Issuer are represented by American Depositary Shares (“ADS”). Each ADS represents one-tenth (1/10th) of one Common Share. The ADS are listed on the NASDAQ Global Market under the ticker symbol “NBRV.”

 

Item 1.

      (a) Name of Issuer:
     

Nabriva Therapeutics AG

     (b) Address of Issuer’s Principal Executive Offices:
     

Leberstrasse 20

     

1110 Vienna, Austria

Item 2.      (a) Name of Person Filing:
     

Novo A/S, a Danish limited liability company, is wholly owned by Novo Nordisk Fonden (the “Foundation”), a Danish commercial foundation. Novo A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo A/S.

     (b) Address or Principal Business Office or, if none, Residence:
     

Tuborg Havnevej 19

     

2900 Hellerup, Denmark

     (c) Citizenship or Place of Organization:
     

Novo A/S:

Denmark

     (d) Title of Class of Securities:
     

Common Stock

     (e) CUSIP Number:
     

62957M104

Item 3.      If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     

Not applicable.

 

3

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:

      106,511 (1)(2) 

(b)    Percent of class:

      5.0 %(3) 

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

   

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

      106,511 (1)(2) 

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

      0   

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

      106,511 (1)(2) 

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

      0   

 

(1) Novo A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the shares (or ADS) beneficially owned by Novo A/S (the “Novo Shares”). The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares.
(2) Represents 1,065,113 American Depositary Shares (“ADS”). Each ADS represents one-tenth (1/10th) of one Common Share.
(3) Based upon the Issuer’s Form 6-K filed with the Securities and Exchange Commission on May 10, 2016, which reported 2,120,543 Common Shares outstanding as of March 31, 2016.

 

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

 

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 or Control Person:

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. Certifications:

Not applicable.

 

4

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.

 

Dated: July 29, 2016

  

Novo A/S

 

/s/ Thomas Dyrberg

 

By:   Thomas Dyrberg

 

Its:    Chief Executive Officer