Statement of Ownership (sc 13g)
February 14 2017 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
AC IMMUNE SA
(Name of Issuer)
Common shares, nominal value CHF 0.02 per share
(Title of Class of Securities)
H00263105
(CUSIP Number)
December 31, 2016
(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)
*
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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 disclosures provided in a prior cover page.
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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).
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CUSIP NO. H00263105
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13 G
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Page
2
of 14 Pages
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1.
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Name of
Reporting Persons
dievini Hopp BioTech holding GmbH & Co. KG
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
(1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Germany
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0 common shares
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6.
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Shared Voting Power
18,041,000 common shares
(2)
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7.
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Sole Dispositive Power
0 common shares
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8.
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Shared Dispositive Power
18,041,000 common shares
(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,041,000 common shares
(2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount
in Row (9)
32.0%
(3)
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12.
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Type of Reporting Person (See
Instructions)
OO
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(1)
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This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (dievini), DH-Capital GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH
& Co. KG (OH Beteiligungen), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum
(Dr. Hothum and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons). The Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13G.
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(2)
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Represents shares held of record by dievini.
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(3)
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This percentage is calculated based on 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
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CUSIP NO. H00263105
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13 G
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Page
3
of 14 Pages
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1.
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Name of
Reporting Persons
DH-Capital GmbH & Co. KG
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
(1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Germany
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
|
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Sole Voting Power
0 common shares
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6.
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Shared Voting Power
18,041,000 common shares
(2)
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7.
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Sole Dispositive Power
0 common shares
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8.
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Shared Dispositive Power
18,041,000 common shares
(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,041,000 common shares
(2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount
in Row (9)
32.0%
(3)
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12.
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Type of Reporting Person (See
Instructions)
OO
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(1)
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This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (dievini), DH-Capital GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH
& Co. KG (OH Beteiligungen), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum
(Dr. Hothum and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons). The Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13G.
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(2)
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Represents shares held of record by dievini.
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(3)
|
This percentage is calculated based on 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
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CUSIP NO. H00263105
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13 G
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Page
4
of 14 Pages
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1.
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Name of
Reporting Persons
OH Beteiligungen GmbH & Co. KG
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
(1)
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3.
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SEC USE ONLY
|
4.
|
|
Citizenship or Place of
Organization
Germany
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0 common shares
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|
6.
|
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Shared Voting Power
18,041,000 common shares
(2)
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7.
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Sole Dispositive Power
0 common shares
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8.
|
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Shared Dispositive Power
18,041,000 common shares
(2)
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9.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,041,000 common shares
(2)
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10.
|
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount
in Row (9)
32.0%
(3)
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12.
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Type of Reporting Person (See
Instructions)
OO
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(1)
|
This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (dievini), DH-Capital GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH
& Co. KG (OH Beteiligungen), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum
(Dr. Hothum and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons). The Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13G.
|
(2)
|
Represents shares held of record by dievini.
|
(3)
|
This percentage is calculated based on 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
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CUSIP NO. H00263105
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13 G
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Page
5
of 14 Pages
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1.
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Name of
Reporting Persons
Dietmar Hopp
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
(1)
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3.
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SEC USE ONLY
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4.
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|
Citizenship or Place of
Organization
Germany
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0 common shares
|
|
6.
|
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Shared Voting Power
18,041,000 common shares
(2)
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7.
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Sole Dispositive Power
0 common shares
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8.
|
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Shared Dispositive Power
18,041,000 common shares
(2)
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9.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,041,000 common shares
(2)
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
11.
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Percent of Class Represented by Amount
in Row (9)
32.0%
(3)
|
12.
|
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Type of Reporting Person (See
Instructions)
IN
|
(1)
|
This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (dievini), DH-Capital GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH
& Co. KG (OH Beteiligungen), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum (Dr.
Hothum and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a
group for purposes of this Schedule 13G.
|
(2)
|
Represents shares held of record by dievini.
|
(3)
|
This percentage is calculated based on 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
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CUSIP NO. H00263105
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13 G
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Page
6
of 14 Pages
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1.
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Name of
Reporting Persons
Oliver Hopp
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
(1)
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3.
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SEC USE ONLY
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4.
|
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Citizenship or Place of
Organization
Germany
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0 common shares
|
|
6.
|
|
Shared Voting Power
18,041,000 common shares
(2)
|
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7.
|
|
Sole Dispositive Power
0 common shares
|
|
8.
|
|
Shared Dispositive Power
18,041,000 common shares
(2)
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,041,000 common shares
(2)
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
32.0%
(3)
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (dievini), DH-Capital GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH
& Co. KG (OH Beteiligungen), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum
(Dr. Hothum and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13G.
|
(2)
|
Represents shares held of record by dievini.
|
(3)
|
This percentage is calculated based on 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
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CUSIP NO. H00263105
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13 G
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Page
7
of 14 Pages
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1.
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Name of
Reporting Persons
Daniel Hopp
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
(1)
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3.
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|
SEC USE ONLY
|
4.
|
|
Citizenship or Place of
Organization
Germany
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
|
5.
|
|
Sole Voting Power
0 common shares
|
|
6.
|
|
Shared Voting Power
18,041,000 common shares
(2)
|
|
7.
|
|
Sole Dispositive Power
0 common shares
|
|
8.
|
|
Shared Dispositive Power
18,041,000 common shares
(2)
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,041,000 common shares
(2)
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
32.0%
(3)
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (dievini), DH-Capital GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH
& Co. KG (OH Beteiligungen), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum
(Dr. Hothum and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons). The Reporting Persons
expressly disclaim status as a group for purposes of this Schedule 13G.
|
(2)
|
Represents shares held of record by dievini.
|
(3)
|
This percentage is calculated based on 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
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CUSIP NO. H00263105
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13 G
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Page
8
of 14 Pages
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1.
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Name of
Reporting Persons
Prof. Dr. Friedrich von Bohlen und Halbach
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2.
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|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
(1)
|
3.
|
|
SEC USE ONLY
|
4.
|
|
Citizenship or Place of
Organization
Germany
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
|
5.
|
|
Sole Voting Power
78,750 common
shares
(2)
|
|
6.
|
|
Shared Voting Power
18,041,000 common
shares
(3)
|
|
7.
|
|
Sole Dispositive Power
78,750 common
shares
(2)
|
|
8.
|
|
Shared Dispositive Power
18,041,000 common shares
(3)
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,119,750 common shares
(4)
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
32.2%
(5)
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (dievini), DH-Capital GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH
& Co. KG (OH Beteiligungen), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum
(Dr. Hothum and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons). The Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13G.
|
(2)
|
Represents shares held directly by Dr. von Bohlen through his personal accounts, of which he has sole voting and dispositive power.
|
(3)
|
Represents shares held of record by dievini.
|
(4)
|
Includes (i) 78,750 common shares held directly by Dr. von Bohlen, of which he has sole voting and dispositive power and (ii) 18,041,000 common shares held of record by dievini, of which Dr. von Bohlen shares
voting and dispositive power as a managing director of dievini.
|
(5)
|
This percentage is calculated based on 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
|
|
|
|
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|
CUSIP NO. H00263105
|
|
13 G
|
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Page
9
of 14 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons
Prof. Dr. Christof Hettich
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
(1)
|
3.
|
|
SEC USE ONLY
|
4.
|
|
Citizenship or Place of
Organization
Germany
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
174,750 common
shares
(2)
|
|
6.
|
|
Shared Voting Power
18,041,000 common shares
(3)
|
|
7.
|
|
Sole Dispositive Power
174,750 common
shares
(2)
|
|
8.
|
|
Shared Dispositive Power
18,041,000 common shares
(3)
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,215,750 common shares
(4)
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
32.4%
(5)
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (dievini), DH-Capital GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH
& Co. KG (OH Beteiligungen), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum
(Dr. Hothum and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons). The Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13G.
|
(2)
|
Represents shares held directly by Dr. Hettich through his personal accounts, of which he has sole voting and dispositive power.
|
(3)
|
Represents shares held of record by dievini.
|
(4)
|
Includes (i) 174,750 common shares held directly by Dr. Hettich, of which he has sole voting and dispositive power and (ii) 18,041,000 common shares held of record by dievini, of which Dr. Hettich shares voting and
dispositive power as a managing director of dievini.
|
(5)
|
This percentage is calculated based on 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
|
|
|
|
|
|
CUSIP NO. H00263105
|
|
13 G
|
|
Page
10
of 14 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons
Dr. Mathias Hothum
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
(1)
|
3.
|
|
SEC USE ONLY
|
4.
|
|
Citizenship or Place of
Organization
Germany
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
51,250 common shares
(2)
|
|
6.
|
|
Shared Voting Power
18,041,000 common shares
(3)
|
|
7.
|
|
Sole Dispositive Power
51,250 common shares
(2)
|
|
8.
|
|
Shared Dispositive Power
18,041,000 common shares
(3)
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,092,250 common shares
(4)
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
32.1%
(5)
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (dievini), DH-Capital GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH
& Co. KG (OH Beteiligungen), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum
(Dr. Hothum and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons). The Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13G.
|
(2)
|
Represents (i) 36,500 shares held directly by Dr. Hothum through his personal accounts, of which he has sole voting and dispositive power and (ii) 14,750 common shares issuable upon the exercise of options to purchase
common shares that are exercisable within 60 days of December 31, 2016 held by Dr. Hothum.
|
(3)
|
Represents shares held of record by dievini.
|
(4)
|
Includes (i) 36,500 common shares held directly by Dr. Hothum, of which he has sole voting and dispositive power, (ii) 14,750 common shares issuable upon the exercise of options to purchase common shares that are
exercisable within 60 days of December 31, 2016 held by Dr. Hothum and (ii) 18,041,000 common shares held of record by dievini, of which Dr. Hothum shares voting and dispositive power as a managing director of dievini.
|
(5)
|
This percentage is calculated based on (i) 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended and (ii) assumes the 14,750
common shares underlying the options to purchase common shares are deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
|
|
|
|
|
|
CUSIP NO. H00263105
|
|
13 G
|
|
Page
11
of 14 Pages
|
Introductory Note: This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG
(dievini),
DH-Capital
GmbH & Co. KG
(DH-Capital),
OH Beteiligungen GmbH & Co. KG (OH Beteiligungen), Dietmar Hopp,
Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen), Prof. Dr. Christof Hettich (Dr. Hettich), Dr. Mathias Hothum (Dr. Hothum and together with
dievini,
DH-Capital,
OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the Reporting Persons) in respect of common shares of AC
Immune SA.
Item 1(a)
|
Name of Issuer:
|
AC Immune SA
Item 1(b)
|
Address of Issuers principal executive offices:
|
EPFL Innovation Park
Building B
1015 Lausanne
Switzerland
Items 2(a)
|
Name of Reporting Persons filing:
|
dievini Hopp BioTech holding GmbH & Co. KG
(dievini)
DH-Capital
GmbH & Co. KG
(DH-Capital)
OH Beteiligungen GmbH & Co. KG (OH Beteiligungen)
Dietmar Hopp
Oliver Hopp
Daniel Hopp
Prof.
Dr. Friedrich von Bohlen und Halbach (Dr. von Bohlen)
Prof. Dr. Christof Hettich
(Dr. Hettich)
Dr. Mathias Hothum (Dr. Hothum)
Item 2(b)
|
Address or principal business office or, if none, residence:
|
The address of the
principal business office of dievini, Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum is c/o dievini Hopp BioTech holding GmbH & Co. KG, Johann-Jakob-Astor Straße 57, 69190 Walldorf, Germany.
The address of the principal business office of
DH-Capital
GmbH & Co. KG and OH Beteiligungen
GmbH & Co. KG is Heidelberger Straße 43, 69168 Wiesloch, Germany.
The address of the principal business office of Oliver
Hopp is Johann-Jakob-Astor-Straße 59, 69190 Walldorf, Germany.
The address of the principal business office of Daniel Hopp is
Johann-Jakob-Astor-Straße 57, 69190 Walldorf, Germany.
|
|
|
Name
|
|
Citizenship or Place of Organization
|
dievini
|
|
Germany
|
DH-Capital
|
|
Germany
|
OH Beteiligungen
|
|
Germany
|
Dietmar Hopp
|
|
Germany
|
Oliver Hopp
|
|
Germany
|
Daniel Hopp
|
|
Germany
|
Dr. von Bohlen
|
|
Germany
|
Dr. Hettich
|
|
Germany
|
Dr. Hothum
|
|
Germany
|
|
|
|
|
|
CUSIP NO. H00263105
|
|
13 G
|
|
Page
12
of 14 Pages
|
Item 2(d)
|
Title of class of securities:
|
Common shares, nominal value CHF 0.02 per share
H00263105
Item 3
|
If this statement is filed pursuant to §§
240.13d-1(b),
or
240.13d-2(b)
or (c), check whether the person filings is a:
|
Not applicable.
The following information with respect to the ownership of common shares of
the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Persons
|
|
Common
Shares Held
Directly
|
|
|
Sole Voting
Power
|
|
|
Shared
Voting
Power
|
|
|
Sole
Dispositive
Power
|
|
|
Shared
Dispositive
Power
|
|
|
Beneficial
Ownership
|
|
|
Percentage of
Class
(1)
|
|
dievini Hopp BioTech holding GmbH & Co. KG
(2)
|
|
|
18,041,000
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
18,041,000
|
|
|
|
32.0
|
%
|
DH-Capital
GmbH & Co. KG
(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
18,041,000
|
|
|
|
32.0
|
%
|
OH Beteiligungen GmbH & Co. KG
(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
18,041,000
|
|
|
|
32.0
|
%
|
Dietmar Hopp
(3)(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
18,041,000
|
|
|
|
32.0
|
%
|
Oliver Hopp
(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
18,041,000
|
|
|
|
32.0
|
%
|
Daniel Hopp
(5)
|
|
|
0
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
0
|
|
|
|
18,041,000
|
|
|
|
18,041,000
|
|
|
|
32.0
|
%
|
Prof. Dr. Friedrich von Bohlen und
Halbach
(3)(4)
|
|
|
78,750
|
(6)
|
|
|
78,750
|
|
|
|
18,041,000
|
|
|
|
78,750
|
|
|
|
18,041,000
|
|
|
|
18,119,750
|
|
|
|
32.2
|
%
|
Prof. Dr. Christof
Hettich
(3)(4)
|
|
|
174,750
|
(6)
|
|
|
174,750
|
|
|
|
18,041,000
|
|
|
|
174,750
|
|
|
|
18,041,000
|
|
|
|
18,215,750
|
|
|
|
32.4
|
%
|
Dr. Mathias Hothum
(4)
|
|
|
51,250
|
(7)
|
|
|
51,250
|
|
|
|
18,041,000
|
|
|
|
51,250
|
|
|
|
18,041,000
|
|
|
|
18,092,250
|
|
|
|
32.1
|
%
(8)
|
|
(1)
|
This percentage is calculated based on 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
|
|
(2)
|
18,041,000 common shares of the Issuer are held of record by dievini.
|
|
(3)
|
DH-Capital,
OH Beteiligungen, Dr. von Bohlen and Dr. Hettich are collectively the holders of 100% of the limited partner interest in dievini.
DH-Capital
and OH Beteiligungen each hold a 40% limited partner interest in dievini and therefore, control the voting and dispositive decisions of dievini together and may be deemed to beneficially own the shares
held by dievini. Dietmar Hopp and Oliver Hopp are the ultimate controlling persons of dievini,
DH-Capital
and OH Beteiligungen, and control the voting and investment decisions of the ultimate parent company of
dievini and therefore, may be deemed to beneficially own the shares held by dievini by virtue of their status as controlling persons of dievini.
|
|
(4)
|
The sole general partner of dievini with the authorization to represent is dievini Verwaltungs GmbH; however, 100% of the shares of dievini Verwaltungs GmbH are held by dievini so dievini Verwaltungs GmbH is not
considered to have control over dievini. The managing directors of dievini Verwaltungs GmbH are Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum. Voting and dispositive decisions made within dievini Verwaltungs GmbH regarding
the securities held by dievini are made by at least two managing directors acting together; however, Dietmar Hopp is entitled to represent dievini Verwaltungs GmbH solely. Therefore, in their capacity as managing directors, Dietmar Hopp,
Dr. von Bohlen, Dr. Hettich and Dr. Hothum share voting and dispositive power over the shares held by dievini, and may be deemed to beneficially own such shares held by dievini; however, each of Dietmar Hopp, Dr. von Bohlen,
Dr. Hettich and Dr. Hothum disclaims beneficial ownership of the shares held by dievini except to the extent of their pecuniary interests therein.
|
|
(5)
|
Daniel Hopp is managing director of the general partner of
DH-Capital
with the sole power of representation and therefore he is entitled to make voting and dispositive decisions
solely. Therefore, by virtue of his position, Daniel Hopp may be deemed to beneficially own such shares held by dievini; however, Daniel Hopp disclaims beneficial ownership of the shares held by dievini except to the extent of his pecuniary
interests therein.
|
|
(6)
|
Represents shares held through personal accounts, of which the holder has sole voting and dispositive power.
|
|
(7)
|
Represents (i) 36,500 shares held directly by Dr. Hothum through his personal accounts, of which he has sole voting and dispositive power and (ii) 14,750 common shares issuable upon the exercise of options to
purchase common shares that are exercisable within 60 days of December 31, 2016 held by Dr. Hothum.
|
|
(8)
|
This percentage is calculated based on (i) 56,296,042 shares of the Issuers common shares reported to be issued and outstanding immediately after the consummation of the Issuers initial public offering
(including shares issued in connection with the underwriters overallotment option to purchase up to 900,000 additional common shares in connection with the Issuers initial public offering), as reported by the Issuer in its final
prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended and (ii) assumes the
14,750 common shares underlying the options to purchase common shares held by Dr. Hothum are deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
|
|
|
|
|
|
CUSIP NO. H00263105
|
|
13 G
|
|
Page
13
of 14 Pages
|
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.
Not applicable.
|
|
|
|
|
CUSIP NO. H00263105
|
|
13 G
|
|
Page
14
of 14 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.
Dated: February 14, 2017
|
|
|
|
|
DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
|
|
|
By:
|
|
dievini Verwaltungs GmbH
|
|
|
its General Partner
|
|
|
By:
|
|
/s/ Dr. Marc Hauser
|
|
|
Name: Dr. Marc Hauser
|
|
|
Title: Attorney-in-fact
|
|
DH-CAPITAL
GMBH & CO. KG
|
|
|
By:
|
|
BW Verwaltungs GmbH
|
|
|
its General Partner
|
|
|
By:
|
|
/s/ Dr. Marc Hauser
|
|
|
Name: Dr. Marc Hauser
|
|
|
Title: Attorney-in-fact
|
|
OH BETEILIGUNGEN GMBH & CO. KG
|
|
|
By:
|
|
OH Verwaltungs GmbH
|
|
|
its General Partner
|
|
|
By:
|
|
/s/ Dr. Marc Hauser
|
|
|
Name: Dr. Marc Hauser
|
|
|
Title: Attorney-in-fact
|
|
/s/ Dr. Marc Hauser as
attorney-in-fact
|
DIETMAR HOPP
|
|
/s/ Dr. Marc Hauser as
attorney-in-fact
|
OLIVER HOPP
|
|
/s/ Dr. Marc Hauser as
attorney-in-fact
|
DANIEL HOPP
|
|
/s/ Dr. Marc Hauser as
attorney-in-fact
|
FRIEDRICH VON BOHLEN UND HALBACH
|
|
/s/ Dr. Marc Hauser as
attorney-in-fact
|
CHRISTOF HETTICH
|
|
/s/ Dr. Marc Hauser as
attorney-in-fact
|
MATHIAS HOTHUM
|
Exhibit(s):
1 Power of Attorney
2 - Joint Filing Statement
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