CUSIP
No. N01045108
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13D
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Page
2 of 9 Pages
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Schedule
13D
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Item 1.
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Security
and Issuer.
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This
Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and restates the statement on Schedule 13D originally filed on
February 3, 2017, Amendment No. 1 thereto filed on February 22, 2018 and Amendment No. 2 thereto filed on November 8, 2019, relating
to the ordinary shares, €.01 par value (the “Common Stock”) of Affimed N.V. (the “Issuer”) having its principal
executive office at Technologiepark, Im Neuenheimer Feld 582, 69120, Heidelberg, Germany.
Certain
terms used but defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1 and
Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously
reported on the Schedule 13D (including Amendment No. 1 and Amendment No. 2 thereto).
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Item 2.
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Identity
and Background.
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This
statement is being filed by:
(a)
Growth Equity Opportunities Fund IV, LLC (“GEO”);
(b)
New Enterprise Associates 15, L.P. (“NEA 15”), which is the sole member of GEO, NEA Partners 15, L.P. (“NEA Partners
15”), which is the sole general partner of NEA 15; and NEA 15 GP, LLC (“NEA 15 LLC” and, together with NEA Partners
15, the “Control Entities”), which is the sole general partner of NEA Partners 15; and
(c)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad Makhzoumi (“Makhzoumi”),
Joshua Makower (“Makower”), Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together,
the “Managers”) and Peter J. Barris, David M. Mott, Jon M. Sakoda and Ravi Viswanathan. The Managers are the managers of
NEA 15 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of GEO, NEA 15, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Makhzoumi, Makower, and Sonsini is New
Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is
New Enterprise Associates, 104 Fifth Avenue, 19th Floor, New York, NY 10011.
The
principal business of GEO and NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States.
The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to
act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities,
GEO and a number of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in 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.
GEO
and NEA 15 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited
partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
CUSIP
No. N01045108
|
13D
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Page
3 of 9 Pages
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Item 3.
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Source and
Amount of Funds or Other Consideration.
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Not
applicable.
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Item 4.
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Purpose of
Transaction.
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Not
applicable.
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Item 5.
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Interest
in Securities of the Issuer.
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Each
of the Reporting Persons has ceased to own beneficially five percent (5%) or more of the Issuer’s Common Stock.
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Item 6.
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Contracts,
Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
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Not
applicable.
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Item 7.
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Material
to be Filed as Exhibits.
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Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. N01045108
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13D
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Page
4 of 9 Pages
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SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 21st day of April, 2021.
GROWTH EQUITY OPPORTUNITIES FUND
IV, LLC
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By:
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NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member
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By:
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NEA
PARTNERS 15, L.P.
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General Partner
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By:
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NEA 15 GP, LLC
General Partner
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Louis
S. Citron
Chief Legal Officer
NEW ENTERPRISE ASSOCIATES 15, L.P.
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By:
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NEA PARTNERS 15, L.P.
General Partner
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By:
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NEA 15 GP, LLC
General Partner
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Louis
S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
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By:
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NEA 15 GP, LLC
General Partner
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Louis S.
Citron
Chief Legal
Officer
NEA 15 GP, LLC
Louis S.
Citron
Chief Legal
Officer
CUSIP
No. N01045108
|
13D
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Page
5 of 9 Pages
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*
Peter J. Barris
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad Makhzoumi
*
Joshua Makower
*
David M. Mott
*
Scott D. Sandell
*
Peter W. Sonsini
*/s/ Sasha
O. Keough
Sasha O. Keough
As attorney-in-fact
This Amendment No. 3 to Schedule 13D was executed by Sasha O. Keough
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. N01045108
|
13D
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Page
6 of 9 Pages
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AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of stock of Affimed N.V.
EXECUTED
this 21st day of April, 2021.
GROWTH EQUITY OPPORTUNITIES FUND
IV, LLC
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By:
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NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member
|
|
By:
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NEA
PARTNERS 15, L.P.
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General Partner
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By:
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NEA 15 GP, LLC
General Partner
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Louis
S. Citron
Chief Legal Officer
NEW ENTERPRISE ASSOCIATES 15, L.P.
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By:
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NEA PARTNERS 15, L.P.
General Partner
|
|
By:
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NEA 15 GP, LLC
General Partner
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Louis
S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
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By:
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NEA 15 GP, LLC
General Partner
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Louis S.
Citron
Chief Legal
Officer
NEA 15 GP, LLC
Louis S.
Citron
Chief Legal
Officer
CUSIP
No. N01045108
|
13D
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Page
7 of 9 Pages
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*
Peter J. Barris
*
Forest Baskett
*
Anthony A. Florence, Jr.
*
Mohamad Makhzoumi
*
Joshua Makower
*
David M. Mott
*
Scott D. Sandell
*
Peter W. Sonsini
*/s/ Sasha
O. Keough
Sasha O. Keough
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha O. Keough
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. N01045108
|
13D
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Page
8 of 9 Pages
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EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough
and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact,
with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general
partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
CUSIP
No. N01045108
|
13D
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Page
9 of 9 Pages
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/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang