Merus N.V. — Major Shareholding Notification 2017

Jul 20, 2017

SC 13D/A 1 d425699dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Merus N.V.

(Name of Issuer)

Common Shares, nominal value €0.09 per share

(Title of Class of Securities)

N5749R100

(CUSIP Number)

Peter Haahr

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20 th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 11, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

• 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 (the “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: Novo Holdings A/S | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a
Member of Group (See Instructions): (a) ☐ (b) ☒ | |
| 3. | SEC Use Only : | |
| 4. | Source of Funds: WC | |
| 5. | Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) : ☐ | |
| 6. | Citizenship or Place of
Organization: Denmark | |
| Number of Shares Beneficially Owned By Each
Reporting Person With: | 7. | Sole Voting Power: 1,410,417 |
| | 8. | Shared Voting Power: 0 |
| | 9. | Sole Dispositive Power: 1,410,417 |
| | 10. | Shared Dispositive Power: 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,410,417 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐ | |
| 13. | Percent of Class Represented By Amount
In Row (11): 7.3% (1) | |
| 14. | Type of Reporting Person: CO | |

(1) Based upon 19,391,513 shares of the Issuer’s common shares outstanding on March 31, 2017 as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission (the “ Commission ”) on July 11, 2017.

2

This amendment (“ Amendment No. 3 ”) amends the Schedule 13D originally filed with the Commission on May 26, 2016, as subsequently amended by Amendment No. 1 filed with the Commission on June 2, 2016 and Amendment No. 2 filed with the Commission on March 3, 2017 (collectively, the “ Schedule ”), to update the directors and executive officers of the Reporting Person on Schedule I and to report a decrease in the beneficial ownership percentage of the Reporting Person resulting from an increase in the Issuer’s Common Stock outstanding. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

ITEM 2. Identity and Background

Item 2 of the Schedule is amended and replaced in its entirety as follows for the purpose of updating the directors and executive officers of Novo Holdings A/S and the Foundation listed on Schedule I:

(a) The reporting person is Novo Holdings A/S (“ Novo Holdings A/S ”), a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the “ Foundation ”), a Danish commercial foundation. Novo A/S changed its name to Novo Holdings A/S on June 23, 2017. Novo Holdings 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 Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S.

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Amendment No. 3.

(b) The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Amendment No. 3.

(c) Novo Holdings A/S manages the Foundation’s assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

(d) Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

(e) Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 5. Interest in Securities of the Issuer

Item 5(a) of the Schedule is amended and replaced in its entirety as follows:

(a) Novo Holdings A/S beneficially owns 1,410,417 Common Shares (the “ Novo Shares ”) representing approximately 7.3% of the Issuer’s outstanding Common Shares, based on 19,391,513 Common Shares of the Issuer outstanding on March 31, 2017 as reported in the Issuer’s Report on Form 6-K filed with the Commission on July 11, 2017.

3

Item 5(b) of the Schedule is amended and replaced in its entirety as follows:

(b) Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the “ Novo Board ”), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard, Lars Rebien Sorensen 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. Except as described in this Amendment No. 3, neither the Foundation, Novo Holdings A/S nor their respective directors or executive officers has the power to direct the vote as to, or the disposition of the Novo Shares.

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 19, 2017
/s/ Peter Haahr
By:	Peter Haahr
Its:	Chief Financial Officer

Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

| Novo Holdings
A/S — Name, Title at Novo Holdings A/S | Address | Principal Occupation | Citizenship |
| --- | --- | --- | --- |
| Sten Scheibye Chairman of the Board | Rungsted Strandvej 197C 2960 Rungsted
Kyst Denmark | Professional Board Director | Denmark |
| Göran Ando Director | Essex Woodlands Berkeley Square House Berkeley Square London, W1J 6BD United Kingdom | Self-employed Professional Board
Director | Sweden |
| Jeppe Christiansen Director | Kollemose 37 2830 Virum Denmark | Chief Executive Officer Fondsmaeglerselskabet Maj Invest A/S | Denmark |
| Steen Riisgaard Director | Hestetangsvej 155 3520 Farum Denmark | Professional Board Director | Denmark |
| Per Wold-Olsen Director | T7B22 Favray Court Tigne Point TP01 Malta | Professional Board Director | Norway |
| Lars Rebien Sørensen, Director | Søllerødvej 83 2840 Holte Denmark | Professional Board Director | Denmark |
| Kasim Kutay Chief Executive Officer of Novo Holdings A/S | Bredgade 63, 3.th. 1260 Copenhagen K Denmark | Chief Executive Officer of Novo Holdings A/S | British |
| Peter Haahr Chief Financial Officer of Novo Holdings A/S | Ordrup Have 21 2900 Charlottenlund Denmark | Chief Financial Officer of Novo Holdings A/S | Denmark |
| Thomas Dyrberg Managing
Partner-Ventures | Bengtasvej 9a 2900 Hellerup Denmark | Managing Partner-Ventures of Novo Holdings A/S | Denmark |
| Michael Shalmi Managing Partner Large Investments | Stigårdsvej 4 2900 Hellerup Denmark | Head of Large Investments, Novo Holdings A/S | Denmark |
| Dorte Barlebo Madsen Head of People &
Organisation, | Hoffmeyersvej 13 2000 Frederiksberg Denmark | Head of People & Organisation, Novo Holdings A/S | Denmark |
| Morten Beck Jørgensen Managing Director,
Novo Financial Investments | Ellesøpark 20, 2950 Vedbæk Denmark | Managing Director, Novo Holdings A/S Financial Investments | Denmark |
| Søren Møller Managing Partner,
Novo Seeds | Ved Furesøen 9 2840 Holte Denmark | Managing Partner, Novo Seeds, Novo Holdings A/S | Denmark |

Novo Nordisk Foundation — Name, Title at Novo Nordisk Foundation	Address	Principal Occupation	Citizenship
Sten Scheibye Chairman of the Board	Rungsted Strandvej 197C 2960 Rungsted Kyst Denmark	Professional Board Director	Denmark
Bo Ahrén Director	Merkuriusgatan 11 S-224 57 Lund Sweden	Professor of Medicine and Vice Chancellor, Lund University Lund, Sweden	Sweden
Lars Rebien Sørensen Director	Søllerødvej 83 Søllerød 2840 Holte Denmark	Professional Board Director	Denmark
Lars Fugger Director	Staunton Road 72 OX3 7TP Great Britain	Professor, John Radcliffe Hospital University
of Oxford, Oxford, Great Britain	Denmark
Anne Marie Kverneland Director	Nybrovej 216 2800 Kgs. Lyngby Denmark	Laboratory Technician Novo Nordisk A/S	Denmark
Lars Bo Køppler Director	Anemonevej 7 3550 Slangerup Denmark	Technician Novozymes A/S	Denmark
Désirée J. Asgreen Director	Strandhaven 105 2665 Vallensbæk
Strand Denmark	Project Director Novo Nordisk A/S	Denmark
Marianne Philip Director	Tranegårdsvej 5 2900 Hellerup Denmark	Attorney	Denmark
Steen Riisgaard Vice Chairman of the
Board	Hestetangsvej 155 3520 Farum Denmark	Professional Board Director	Denmark
Birgitte Nauntofte Chief Executive
Officer	Engbakkevej 24 2920 Charlottenlund Denmark	Chief Executive Officer Novo Nordisk
Foundation	Denmark