Filing Details

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

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

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

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

SCHEDULE 13D/A

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Item 1.                         Security and Issuer

(a)                                 Name of Issuer:

Ablynx NV, a Belgian corporation (Ablynx)

(b)                                 Address of Issuers Principal Executive Offices:

Technologiepark 21
9052 Ghent/Zwijnaarde
Belgium

(c)                                  Class of Security

Ordinary Shares, no par value (Ordinary Shares), and American Depositary Shares (ADSs and, together with the Ordinary Shares, the Common Stock), each of which represents one Ordinary Share.

Item 2.                         Identity and Background

(a)                                 Name of Person Filing:

This statement is being filed by (i) Van Herk Investments B.V., a private company with limited liability incorporated under the laws of the Netherlands (VHI), with respect to Common Stock beneficially owned by it, (ii) Van Herk Private Equity Investments B.V., a private company with limited liability incorporated under the laws of the Netherlands (VHPI), with respect to Common Stock beneficially owned by VHI, (iii) Stichting Administratiekantoor Penulata, a foundation organized under the laws of the Netherlands (Penulata), with respect to Common Stock beneficially owned by VHI and VHPI, (iv) Van Herk Management Services B.V., a private company with limited liability incorporated under the laws of the Netherlands (VHMS), with respect to Common Stock beneficially owned by VHI and VHPI, (v) Onroerend Goed Beheer- en Beleggingsmaatschappij A. van Herk B.V., a private company with limited liability incorporated under the laws of the Netherlands (OGBBA), with respect to Common Stock beneficially owned by VHI, VHPI and VHMS, (vi) A. van Herk Holding B.V., a private company with limited liability incorporated under the laws of the Netherlands (Holdings), with respect to Common Stock beneficially owned by VHI, VHPI, VHMS and OGBBA, (vii) Stichting Administratiekantoor Abchrys, a foundation organized under the laws of the Netherlands (Abchrys), with respect to Common Stock beneficially owned by VHI, VHPI, VHMS, OGBBA and Holdings, and (viii) Adrianus van Herk (Mr. van Herk) with respect to Common Stock beneficially owned by VHI, VHPI, VHMS, OGBBA, Holdings, Penulata and Abchrys.

Each of Mr. van Herk, VHPI, Penulata, VHMS, OGBBA, Holdings and Abchrys disclaims beneficial ownership of the securities covered by this statement.

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

The principal business address of each of Mr. van Herk, VHI, VHPI, Penulata, VHMS, OGBBA, Holdings and Abchrys is:

Lichtenauerlaan 30

3062 ME Rotterdam

The Netherlands

(c)                                  Principal Occupation, Employment or Business:

Mr. van Herk is (i) an investor, (ii) the holder of all of the depositary receipts issued by Penulata and Abchrys, (iii) the sole board member of Penulata and Abchrys, and (iii) the sole managing director of VHMS, OGBBA and Holdings.  Penulata holds substantially all of the issued and outstanding shares of VHPI.  VHPI is the sole shareholder of VHI.  VHI is principally engaged in making investments.  Abchrys holds substantially all of the issued and outstanding shares of Holdings.  Holdings is the sole shareholder of OGBBA.  OGBBA is the sole shareholder of VHMS and is principally engaged in making investments.  VHMS is the sole managing director of VHI and VHPI.

(d)                                 Convictions or Civil Proceedings:

During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been 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.

(e)                                  Citizenship:

Each of VHI, VHPI, VHMS, OGBBA and Holdings is a private company with limited liability incorporated under the laws of the Netherlands.  Penulata and Abchrys are Netherlands foundations.  Mr. van Herk is a citizen of the Netherlands.

Item 3.                         Source and Amount of Funds or Other Consideration.

In August 2016, VHI acquired its initial investment in Ablynx from Mr. van Herk, who had acquired the Common Stock in open market transactions over time.  From time to time since August 2016, (i) VHI has acquired Common Stock in open market transactions for its own account and (ii) Mr. van Herk has acquired Common Stock in open market transactions for the account of VHI pursuant to an agreement between Mr. van Herk and VHI (the Account Agreement).  In addition, VHI purchased Common Stock in the U.S. initial public offering of Ablynx.  From time to time, shares of Common Stock held by Mr. van Herk pursuant to the Account Agreement are transferred to VHI.  The sources of the funding for the purchase of Common Stock were the general working capital of VHI or the personal funds of Mr. van Herk, as applicable.  The working capital of VHI is in part funded by margin loans provided

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by various banks.  The shares of Common Stock held by VHI, together with certain other securities, have been pledged as security for such loans.

Item 4.                         Purpose of the Transaction

The Reporting Persons initially acquired the Common Stock for investment purposes.

On January 8, 2018, Novo Nordisk A/S, a Danish corporation (Novo Nordisk), publicly announced that it had made a non-binding conditional proposal on December 22, 2017 to acquire Ablynx for 28.00 per Common Share in cash and one Conditional Value Right with total potential cash payments over time of up to 2.50 per Common Share (the Novo Nordisk Proposed Offer).

On January 8, 2018, Ablynx publicly announced that it had rejected the Novo Nordisk Proposed Offer because it was not in the best interest of Ablynx and its shareholders as it fundamentally undervalued caplacizumab, the Ablynx pipeline, platform, technology, people, and know how.

The Reporting Persons believe that the price offered per share of Common Stock in the Novo Nordisk Proposed Offer undervalues Ablynx.

On January 18, 2018, VHI publicly announced that it agreed with the opinion of the board of directors of Ablynx that the Novo Nordisk Proposed Offer undervalued caplacizumab, the Ablynx pipeline, platform, technology, people, and know how.  VHI stated that it was willing to consider any offer for Ablynx by Novo Nordisk, or any other bidder, that properly reflected the value of the company.  VHI further stated that if a potential offer properly reflected the value of Ablynx (as determined in VHIs sole discretion), VHI intended to encourage the Board of Directors of Ablynx to enter into an open dialogue with the bidder.  A copy of VHIs press release (the Press Release) is attached hereto as Exhibit 1 and is incorporated herein by reference.

On January 29, 2018, Ablynx announced that it had entered into a definitive agreement with Sanofi, a French corporation (Sanofi), pursuant to which, subject to the satisfaction of certain conditions, Sanofi will offer to acquire Ablynx for 45 per Common Share in cash (the Sanofi Proposed Offer).

No agreement, arrangement or understanding exists between the Reporting Persons, on the other hand, and Ablynx, Novo Nordisk or Sanofi, on the other hand.  The Reporting Persons may seek in the future to communicate, and have previously communicated, with Ablynx, Novo Nordisk and Sanofi.  The Reporting Persons may, from time to time, and at any time, acquire additional Common Stock or write or purchase options on Common Stock in the open market or otherwise and reserve the right to dispose of any or all of the Common Stock in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Common Stock.  Subject to applicable law, the Reporting Persons may also from time to time undertake such other actions as it considers necessary to seek to enhance shareholder value at Ablynx, including without limitation, actions intended to cause changes to the business, strategy or board composition of Ablynx. The Reporting Persons reserve the right to tender their shares of Common Stock in the Novo Nordisk Proposed Offer, as it may be modified or revised from time to time, the Sanofi Proposed Offer, as it may be modified or revised from time to time, or in any other offer for the Common Stock without notice.

Except as described above, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in Item 4 of Schedule 13D of the Securities Exchange Act of 1934, as amended, but the Reporting Persons reserve the right to propose, undertake or participate in any such actions in the future.

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Item 5.                         Interest in Securities of the Issuer

The percentages used herein are calculated based upon the 75,073,886 shares of Common Stock issued and outstanding as reported by Ablynx in its press release captioned Ablynx Announces Conversion of Bonds dated February 28, 2018 and made available on its website at www.ablynx.com.

Prior to January 18, 2018 (the day on which VHI issued the Press Release), the Reporting Persons were passive investors in Ablynx.  After such date, the Reporting Persons may no longer be deemed to be passive investors.  Certain of the Reporting Persons filed a Schedule 13G with the Securities and Exchange Commission on November 30, 2017 with respect to their beneficial ownership of Common Stock.  The Schedule 13D filed on January 23, 2018 (the Original Schedule 13D) superseded such Schedule 13G. The Original Schedule 13D was amended and restated in its entirety by Amendment No. 1 to Schedule 13D filed on February 27, 2018 (the First Amended and Restated Schedule 13D). This Amendment No. 2 to Schedule 13D (this Amendment No. 2) is being filed in connection with the sale by the Reporting Persons of certain shares of Common Stock. This Amendment No. 2 amends and restates the First Amended and Restated Schedule 13D in its entirety.

(a)                                 Number of shares of Common Stock beneficially owned by each of the Reporting Persons:  4,831,247

Percent of class:  6.4%

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

VHI

VHI has the sole power to vote or direct the vote, and to dispose or to direct the disposition of, the Common Stock beneficially owned by it.

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VHPI

VHPI shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in VHI.

Penulata

Penulata shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in VHPI.

VHMS

VHMS shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of it being the sole managing director of VHI and VHPI.

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OGBBA

OGBBA shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in VHMS.

Holdings

Holdings shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in OGBBA.

Abchrys

Abchrys shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in Holdings.

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