Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

uniQure N.V.

(Name of Issuer)

Common Stock, par value EUR 0.05 per share

(Title of Class of Securities)

N90064101

(CUSIP Number)

23 APRIL 2018

(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).

 

 

 

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CUSIP No. 90064101		13G		Page 2 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)     Forbion Co-Investment II Coöperatief U.A.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     The Netherlands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER     See Item 5
				6.		SHARED VOTING POWER     See Item 5
				7.		SOLE DISPOSITIVE POWER     See Item 5
				8.		SHARED DISPOSITIVE POWER     See Item 5

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     See Item 5 (1)
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     See Item 5 (1)
12.		TYPE OF REPORTING PERSON     OO

 

1	Forbion Co-Investment II Coöperatief U.A. (Co Invest II COOP) disposed of these shares as part of an internal restructuring by Forbion Capital Partners. Forbion 1 Co II Management B.V. (Forbion 1 Co II) is the director of Co Invest II COOP.

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CUSIP No. 90064101		13G		Page 3 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)     Forbion I Co II Management B.V.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     The Netherlands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER     See Item 5
				6.		SHARED VOTING POWER     See Item 5
				7.		SOLE DISPOSITIVE POWER     See Item 5
				8.		SHARED DISPOSITIVE POWER     See Item 5

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     See Item 5 (2)
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     See Item 5 (1)
12.		TYPE OF REPORTING PERSON     OO

 

1	This calculation assumed that there are 31,683,988 Ordinary Shares outstanding as set forth in UniQure N.V.s (the Issuer) annual report on Form 10-K filed with the Securities and Exchange Commission (the Commission) on March 14, 2018.

2	Forbion Co-Investment II Coöperatief U.A. (Co Invest II COOP) disposed of these shares as part of an internal restructuring by Forbion Capital Partners. Forbion 1 Co II Management B.V. (Forbion 1 Co II) is the director of Co Invest II COOP.

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CUSIP No. 90064101		13G		Page 4 of 6 Pages

 

Item 1(a).

Name of Issuer:

uniQure N.V.

 

Item 1(b).

Address of Issuers Principal Executive Offices:

Paasheuvelweg 25, 1105 BP Amsterdam, The Netherlands

 

Item 2(a).

Name of Person Filing:

This Statement is being filed by Forbion Co-Investment II Coöperatief U.A. (Co-Invest II COOP), and Forbion 1 Co II Management B.V. (Forbion 1 Co II ), the director of Co-Invest II COOP. Co-Invest II COOP and Forbion 1 Co II are sometimes referred to collectively herein as the Reporting Persons.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business and principal office of each of the Reporting Persons is c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.

 

Item 2(c).

Citizenship:

Forbion Co-Investment II Coöperatief U.A. The Netherlands

Forbion 1 Co II Management B.V. The Netherlands

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value 0.05 per share

 

Item 2(e).

CUSIP Number:

N90064101

 

Item 3.

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned: See Item 5.

 

(b)

Percent of class: See Item 5.

The foregoing percentage is calculated based on 31,683,988 Ordinary Shares outstanding as set forth in UniQure N.V.s (the Issuer) annual report on Form 10-K filed with the Securities and Exchange Commission (the Commission) on March 14, 2018.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: See Item 5.

 

(ii)

Shared power to vote or to direct the vote: See Item 5.

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CUSIP No. 90064101		13G		Page 5 of 6 Pages

 

(iii)

Sole power to dispose or to direct the disposition of: See Item 5.

 

(iv)

Shared power to dispose or to direct the disposition of: See Item 5.

 

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 a 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.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a group for purposes of Rule 13d-5 or for any other purpose.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.

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CUSIP No. 90064101		13G		Page 6 of 6 Pages

 

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.

Date: May 16, 2018