SCHEDULE 13D
Item 1.
Security and Issuer.
This Amendment No. 1 (the
Amendment
) to Schedule 13D amends and supplements the Schedule 13D originally filed on November 1, 2013 (
Original Schedule 13D
) 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 Person[s] 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,
Franz Industriebeteiligungen AG (
Franz AG
) acquired 116,731 ADSs directly from the Issuer on the same terms.
The aggregate number of ADSs beneficially owned by Franz AG represents approximately 5.8% 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.
This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:
(a), (b)
Franz AG beneficially owns 1,413,806 ADSs of the Issuer. The ADSs owned by Franz AG equal approximately 5.8% of the Issuers outstanding ADSs. Rudolf Franz and Bärbel Franz are the Managing Directors of Franz AG and have shared power to vote, hold and dispose of shares held by it.
The percentage of ADSs reported beneficially owned by Franz AG 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).
Neither Rudolf Franz nor Bärbel Franz personally owns any interest in the Issuers securities.
(c) The following table details the transactions effected by Franz AG 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) To the knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.
(e) Not applicable.
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