XBiotech Inc. — Major Shareholding Notification 2020

Feb 13, 2020

SC 13G/A 1 tm207613d1_sc13ga.htm SC 13G/A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3) 1

| XBIOTECH
INC. |
| --- |
| (Name of Issuer) |
| Common Shares,
no par value |
| (Title of Class of Securities) |
| 98400H102 |
| (CUSIP Number) |
| February
3, 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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

1 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 ).

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SCHEDULE 13G

CUSIP No. 98400H102

| 1 | Names
of Reporting Persons | |
| --- | --- | --- |
| | Thomas
Gut | |
| 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 | |
| | Switzerland | |
| Number
of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole
Voting Power |
| | | 5,864,040 (1) |
| | 6 | Shared Voting Power |
| | | 0 |
| | 7 | Sole Dispositive Power |
| | | 5,864,040 (1) |
| | 8 | Shared Dispositive Power |
| | | 0 |
| 9 | Aggregate Amount Beneficially Owned
by Each Reporting Person | |
| | 5,864,040 (1) | |
| 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) | |
| | 14.3% (2) | |
| 12 | Type of Reporting Person (See Instructions) | |
| | IN | |

(1) These figures include shares of common stock underlying stock options held by the Reporting Person.

(2) The percentage is calculated based upon 41,086,669 shares outstanding as of November 12, 2019.

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ITEM 1.

(a) Name of Issuer:

XBiotech Inc.

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

5217 Winnebago Lane

Austin, TX 78744

ITEM 2.

(a) Name of Person Filing:

Thomas Gut

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

Thomas Gut

c/o Lindenberg Family Office Ltd.

Laternengasse 5

8001 Zurich, Switzerland

(c) Citizenship:

Switzerland

(d) Title and Class of Securities:

Common Shares, no par value

(e) CUSIP No.:

98400H102

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

Item 4. Ownership

As of February 3, 2020

(a) Amount Beneficially Owned:

5,864,040 (1) shares

(b) Percent of Class:

14.3 % (2)

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

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

5,864,040 (1) shares

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

0 shares

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

5,864,040 (1) shares

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

0 shares

(1) These figures include shares of common stock underlying stock options held by the Reporting Person.

(2) The percentage is calculated based upon 41,086,669 shares outstanding as of November 12, 2019.

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.

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.

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

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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.

Dated: February 13, 2020

/s/ Thomas Gut

Thomas Gut

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