CureVac N.V. — Major Shareholding Notification 2020

Aug 24, 2020

SC 13G 1 cvac-sc13g_081320.htm ACQUISITION OF BENEFICIAL OWNERSHIP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

CureVac N.V.

(Name of Issuer)

Common Shares, €0.12 par value per share

(Title of Class of Securities)

N2451R105

(CUSIP Number)

August 13, 2020

(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)

☐ 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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13G

| CUSIP
No. N2451R105 | |
| --- | --- |
| 1. Names
of Reporting Persons. GlaxoSmithKline
plc | |
| 2. Check
the Appropriate Box if a Member of a Group (a)
☐ (b)
☐ | |
| 3. SEC
Use Only | |
| 4. Citizenship
or Place of Organization England
and Wales | |
| Number
of Shares Beneficially Owned by Each Reporting Person With: | 5. Sole
Voting Power 14,935,721 |
| | 6. Shared
Voting Power 0 |
| | 7. Sole
Dispositive Power 14,935,721 |
| | 8. Shared
Dispositive Power 0 |
| 9. Aggregate
Amount Beneficially Owned by Each Reporting Person 14,935,721(1) | |
| 10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | |
| 11. Percent
of Class Represented by Amount in Row (9) 8.4%
(2) | |
| 12. Type
of Reporting Person CO | |

(1) Held directly by Glaxo Group Limited, an indirect wholly-owned subsidiary of the Reporting Person.

(2) Based upon 177,968,203 Common Shares (as defined below) outstanding as of August 18, 2020 as reported in the Issuer’s prospectus dated August 13, 2020 filed with the Securities and Exchange Commission (the “SEC”) on August 14 , 2020 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.

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ITEM 1.

(a) Name of Issuer:

CureVac N.V. (the “Company”)

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

Friedrich-Miescher-Strasse 15, 72076

Tübingen

Germany

ITEM 2.

(a) Name of Person Filing:

GlaxoSmithKline plc.

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

980 Great West Road

Brentford

Middlesex

TW8 9GS England

(c) Citizenship:

England and Wales

(d) Title of Class of Securities:

Common shares, par value €0.12 per share (the “Common Shares”)

(e) CUSIP Number:

N2451R105

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

| (a) | ☐ | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- | --- |
| (b) | ☐ | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| (k) | ☐ | Group,
in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution: |

ITEM 4. OWNERSHIP.

The information in items 1 and 5 through 11 on the cover page of this Schedule 13G is hereby incorporated by reference.

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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.

Glaxo Group Limited* 14,935,721 8.4%

*Shares held directly by Glaxo Group Limited, an indirect wholly-owned subsidiary of the Reporting Person.

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. CERTIFICATIONS.

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 such purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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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.

| August
24, 2020 |
| --- |
| (Date) |
| /s/
Victoria A. Whyte |
| (Signature) |
| Victoria
A. Whyte, Authorized Signatory |
| (Name/Title) |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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