Filing Details

Accession Number:
0001193125-21-116378
Form Type:
13G Filing
Publication Date:
2021-04-14 16:45:11
Filed By:
Novo Holdings A/s
Company:
Vectivbio Holding Ag
Filing Date:
2021-04-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Novo Holdings A S 3,522,019 0 3,522,019 0 3,522,019 10.3%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

VectivBio Holding AG

(Name of Issuer)

Ordinary Shares, CHF 0.05 nominal value per share

(Title of Class of Securities)

H9060V 101

(CUSIP Number)

April 8, 2021

(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 persons 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).

 

 

 


CUSIP No.: H9060V 101
  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.  

  Citizenship or Place of Organization:

 

  Denmark

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

   5     

  Sole Voting Power:

 

  3,522,019(1)

   6.   

  Shared Voting Power:

 

  0

   7.   

  Sole Dispositive Power:

 

  3,522,019(1)

   8.   

  Shared Dispositive Power:

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person:

 

  3,522,019(1)

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

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

 

  10.3% (2)

12.  

  Type of Reporting Person:

 

  CO

 

(1)

Includes purchase of shares of Ordinary Shares in the Issuers initial public offering (the IPO).

(2)

Based upon 34,014,593 ordinary shares of the Issuer outstanding after the Issuers IPO, assuming no exercise of the underwriters over-allotment option in connection with the IPO, as reported in the Issuers prospectus pursuant to rule 424(b)(4) filed with the Securities and Exchange Commission (SEC) on April 9, 2021.

 

2


Item 1.

(a)     Name of Issuer:

VectivBio Holding AG

 

  (b)

Address of Issuers Principal Executive Offices:

Aeschenvorstadt 36

Basel, Switzerland, 4051

 

Item 2.

(a)     Name of Person Filing:

Novo Holdings A/S is a Danish limited liability company that is wholly owned by Novo Nordisk Foundation (the Foundation), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is responsible for managing the Foundations 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.

 

  (b)

Address or Principal Business Office or, if none, Residence:

Tuborg Havnevej 19

2900 Hellerup, Denmark

 

  (c)

Citizenship or Place of Organization:

Novo Holdings A/S:    Denmark

 

  (d)

Title of Class of Securities:

Ordinary Shares

 

  (e)

CUSIP Number:

H9060V 101

 

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:

     3,522,019       (1

(b) Percent of class:

     10.3     (2

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

    

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

     3,522,019       (1

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

     0  

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

     3,522,019       (1

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

     0    

 

(1)

Novo Holdings A/S, through its Board of Directors (the Novo Board), has the sole power to vote and dispose of the securities of the Issuer held by Novo Holdings A/S (the Novo Shares). The Novo Board may exercise voting and dispositive control over the Novo Shares with approval by 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)

Based upon 34,014,593 ordinary shares of the Issuer outstanding after the Issuers IPO, assuming no exercise of the underwriters over-allotment option in connection with the IPO, as reported in the Issuers prospectus pursuant to rule 424(b)(4) filed with the SEC on April 9, 2021.

 

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:

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.

 

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: April 14, 2021   Novo Holdings A/S
 

/s/ Peter Haahr

  By:   Peter Haahr
  Its:   Chief Financial Officer