Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 ("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).

 

 

 

 

*                 Percentage of class calculation is based on the estimated 24.18 million ADSs outstanding immediately after the 2018 Registered Offering (defined below), based on the June 30, 2018 number of outstanding ADSs. This number reflects the number of ADSs outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 19, 2018, relating to the Issuers registration statement on Form F-3 (Registration No. 333-219965).

 

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Item 1.         Security and Issuer

 

This Amendment No. 2 (the Amendment) to Schedule 13D amends and supplements the Schedule 13D originally filed on November 1, 2013 and as amended by Amendment No. 1 filed on April 25, 2014 (as amended, the Original Schedule 13D), each relating to the American Depositary Shares (ADSs) of voxeljet AG, a stock corporation incorporated in the Federal Republic of Germany (the Issuer).  The address of the principal executive office of the Issuer is Paul-Lenz Straße 1b, 86316 Friedberg, Germany.

 

All capitalized terms used herein but not defined herein have the meanings set forth in the Original Schedule 13D.  Except as amended by this Amendment, all information contained in the Original Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons knowledge and belief, complete and correct as of the date of this Amendment.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

This Amendment supplements Item 3 of the Original Schedule 13D by adding the following:

 

On October 17, 2018, the Issuer entered into an underwriting agreement with Piper Jaffray & Co., pursuant to which the Issuer agreed to sell to Piper Jaffray & Co. 4,860,000 ADSs at a price of $2.57 per ADS (the 2018 Registered Offering). The 2018 Registered Offering closed on October 22, 2018. In connection with the 2018 Registered Offering, Dr. Ederer acquired 116,731 ADSs directly from the Issuer on the same terms.

 

The aggregate number of ADSs beneficially owned by Dr. Ederer represents approximately 12.4% of the Issuers outstanding ADSs, based on 24.18 million ADSs outstanding immediately after the 2018 Registered Offering (defined below), based on the June 30, 2018 number of outstanding ADSs.  This number reflects the number of ADSs outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 19, 2018, relating to the Issuers registration statement on Form F-3 (Registration No. 333-219965).

 

Item 5.         Interest in Securities of the Issuer

 

(a) and (b)                                       Dr. Ederer beneficially owns 3,010,206 ADSs of the Issuer, equal approximately 12.4% of the Issuers ADSs.  Dr. Ederer has sole voting and dispositive power over all ordinary shares he beneficially owns.

 

The percentage of ADSs reported beneficially owned by Dr. Ederer is based on the Issuer having 24.18 million ADSs immediately after the 2018 Registered Offering (defined above), based on the June 30, 2018 number of outstanding ADSs.  The number of ADSs of the Issuer that are outstanding reflects ADSs outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 19, 2018, relating to the Issuers registration statement on Form F-3, as amended (Registration No. 333-219965).

 

(c) The following table details the transactions effected by Dr. Ederer in the past 60 days:

 

Date of Transaction		Sale or Purchase		Number of Shares or ADSs Sold or Purchased		Price Per Share or ADS		How Transaction was Effected
October 17, 2018		Purchase		116,731 ADSs		$2.57 per ADS		In connection with the 2018 Registered Offering

 

(d) Not applicable.

 

(e) Not applicable.

 

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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.

 

	/s/ DR. INGO EDERER
	Dr. Ingo Ederer

 

 

Dated: February 13, 2019

 

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