INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE
ACT OF 1934
(Amendment No. 3)*
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
*The remainder of this cover page shall
be filled out for a reporting person’s 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.
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).
SCHEDULE 13D
CUSIP No.
N90064 101
|
|
Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Coller Investment Management Limited
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
*
(a)
o
(b)
o
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3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (see Item 3)
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
|
NUMBER OF SHARES
|
7
|
SOLE VOTING POWER
—0—
|
BENEFICIALLY OWNED BY
|
8
|
SHARED VOTING POWER
1,860,918 (see Item 5)
|
EACH REPORTING PERSON
|
9
|
SOLE DISPOSITIVE POWER
—0—
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
1,860,918 (see Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,918 (see Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
*
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
1
|
14
|
TYPE OF REPORTING PERSON
*
CO
|
|
|
|
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1
The calculation assumes that there are
37,626,300
Ordinary Shares outstanding as set forth in uniQure N.V.’s (the “Issuer”) Form 10-K filed with the Securities
and Exchange Commission (the “Commission”) on February 28, 2019. It excludes an aggregate of 2,952,505
Ordinary
Shares
held by entities affiliated with Forbion Capital (see Item 2) in which Coller International Partners V-A is a limited
partner.
SCHEDULE 13D
CUSIP No.
N90064 101
|
|
Page 3 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Coller International General Partner V, L.P
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
*
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (see Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
|
NUMBER OF SHARES
|
7
|
SOLE VOTING POWER
—0—
|
BENEFICIALLY OWNED BY
|
8
|
SHARED VOTING POWER
1,860,918 (see Item 5)
|
EACH REPORTING PERSON
|
9
|
SOLE DISPOSITIVE POWER
—0—
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
1,860,918 (see Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,918 (see Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
*
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
2
|
14
|
TYPE OF REPORTING PERSON
*
PN
|
|
|
|
|
2
The calculation assumes that there are
37,626,300
Ordinary
Shares outstanding as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (the
“Commission”) on February 28, 2019. It excludes an aggregate of 2,952,505
Ordinary
Shares
held by entities affiliated with Forbion Capital (see Item 2) in which Coller International Partners V-A is a
limited partner.
SCHEDULE 13D
CUSIP No.
N90064 101
|
|
Page 4 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Coller International Partners V-A, L.P
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
*
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (see Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
|
NUMBER OF SHARES
|
7
|
SOLE VOTING POWER
—0—
|
BENEFICIALLY OWNED BY
|
8
|
SHARED VOTING POWER
1,860,918 (see Item 5)
|
EACH REPORTING PERSON
|
9
|
SOLE DISPOSITIVE POWER
—0—
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
1,860,918 (see Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,918 (see Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
*
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
3
|
14
|
TYPE OF REPORTING PERSON
*
PN
|
|
|
|
|
3
The calculation assumes that there are
37,626,300
Ordinary Shares outstanding as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission
(the “Commission”) on February 28, 2019. It excludes an aggregate of 2,952,505
Ordinary
Shares
held by entities affiliated with Forbion Capital (see Item 2) in which Coller International Partners V-A is a limited
partner.
This Amendment No. 3 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on February 10, 2014, as amended and supplemented by Amendment
No. 1 filed on December 14, 2017 and Amendment No. 2 filed on May 07, 2018 (as so amended, the “Original Schedule 13D”
and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the percentage of beneficial
ownership by the Reporting Persons. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings
ascribed to them in the Original Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
.
|
Each of
the responses set forth in Items 5 (a), (b), (c) and (e) of the Schedule 13D are hereby amended by deleting the previous response
in its entirety and replacing it with the following:
(a) —
(b) The calculation assumes that there are 37,626,300 Ordinary Shares outstanding as set forth in
the Issuer’s Form10-K filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2019.
It excludes an aggregate of 2,952,505 Ordinary Shares held by entities affiliated with Forbion Capital (see Item 2) in which Coller
International Partners V-A is a limited partner.
(c) Except
as set forth in this Schedule 13D, there have been no transactions in the Ordinary Shares effected during the 60 days prior the
date of this Schedule 13D by any person named in Item 2 hereof. Schedule I provides additional information with respect to the
dates, amounts of securities and prices of any such transactions.
(e) On April 1, 2019,
the Reporting Persons ceased to be the beneficial owner of more than 5% of the shares of Ordinary Shares.
Signatures
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: April 3, 2019
Coller Investment Management Limited
By:
/s/ Paul McDonald
Name: Paul McDonald
Title: Director
Coller International
General Partner V, L.P.
By:
Coller
Investment Management Limited,
its general partner
By:
/s/ Paul McDonald
Name: Paul McDonald
Title: Director
Coller
International Partners V-A, L.P.
By:
Coller
International General Partner V, L.P.
, its general partner
By:
Coller
Investment Management Limited
, its general partner
By:
/s/ Paul McDonald
Name: Paul McDonald
Title: Director
Schedule I
TRADING IN ORDINARY SHARES
Between March 26, 2019 and April 2, 2019,
the Reporting Persons effected the following sales of Ordinary Shares in a series of open market transactions on the Nasdaq Global
Select Market.
Trade Date
|
Number of Ordinary Shares
|
Gross Price
|
March 26, 2019
|
103,028
|
$60.10
(1)
|
March 26, 2019
|
15,306
|
$61.44
(2)
|
March 26, 2019
|
3,611
|
$62.18
(3)
|
March 27, 2019
|
12
|
$60.00
|
March 29, 2019
|
8,700
|
$60.11
(4)
|
April 1, 2019
|
126,346
|
$60.05
(5)
|
April 2, 2019
|
600
|
$60.08
(6)
|
(1) The sales were executed in multiple
transactions ranging from $60.00 to $60.95. The price above reflects the weighted average price per share, rounded to the nearest
hundredth. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price
upon request by the staff of the Securities and Exchange Commission.
(2) The sales were executed in multiple
transactions ranging from $61.00 to $61.88. The price above reflects the weighted average price per share, rounded to the nearest
hundredth. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price
upon request by the staff of the Securities and Exchange Commission.
(3) The sales were executed in multiple
transactions ranging from $62.02 to $62.41. The price above reflects the weighted average price per share, rounded to the nearest
hundredth. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price
upon request by the staff of the Securities and Exchange Commission.
(4) The sales were executed in multiple
transactions ranging from $60.00 to $60.29. The price above reflects the weighted average price per share, rounded to the nearest
hundredth. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price
upon request by the staff of the Securities and Exchange Commission.
(5) The sales were executed in multiple
transactions ranging from $60.00 to $60.33. The price above reflects the weighted average price per share, rounded to the nearest
hundredth. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price
upon request by the staff of the Securities and Exchange Commission.
(6) The sales were executed in multiple
transactions ranging from $60.00 to $60.32. The price above reflects the weighted average price per share, rounded to the nearest
hundredth. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price
upon request by the staff of the Securities and Exchange Commission.