Item 1.
Security and Issuer
This Amendment No. 2 (the
Amendment
) to Schedule 13D amends and supplements the Schedule 13D originally filed on November 1, 2013 and as amended by Amendment No. 1 filed on April 25, 2014 (as amended, the
Original Schedule 13D
), each 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 Persons 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, Dr. Ederer acquired 116,731 ADSs directly from the Issuer on the same terms.
The aggregate number of ADSs beneficially owned by Dr. Ederer represents approximately 12.4% 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
(a) and (b)
Dr. Ederer beneficially owns 3,010,206 ADSs of the Issuer, equal approximately 12.4% of the Issuers ADSs. Dr. Ederer has sole voting and dispositive power over all ordinary shares he beneficially owns.
The percentage of ADSs reported beneficially owned by Dr. Ederer 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).
(c) The following table details the transactions effected by Dr. Ederer 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) Not applicable.
(e) Not applicable.
3