CUSIP No. N44445109
1 |
NAMES OF REPORTING PERSONS |
|
|
|
Baker Bros. Advisors LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
(a) ¨ |
|
(b) ¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
Delaware |
|
5 |
SOLE
VOTING POWER |
|
|
|
NUMBER
OF |
|
5,187,081 |
SHARES |
6 |
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED
BY |
|
-0- |
EACH |
7 |
SOLE
DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
5,187,081 |
WITH |
8 |
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
5,187,081 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
|
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
|
|
|
6.8%(1) |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
IA, PN |
|
|
|
|
|
| (1) | Based on 76,227,038 Ordinary Shares (“Ordinary Shares”) of Immatics N.V. (the “Issuer”) outstanding as of
October 12, 2022, as reported in the Issuer’s Prospectus filed with the Securities and Exchange Commission (“SEC”) on
October 11, 2022. |
CUSIP No. N44445109
1 |
NAMES OF REPORTING PERSONS |
|
|
|
Baker Bros. Advisors (GP) LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
(a) ¨ |
|
(b) ¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
Delaware |
|
5 |
SOLE
VOTING POWER |
|
|
|
NUMBER
OF |
|
5,187,081 |
SHARES |
6 |
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED
BY |
|
-0- |
EACH |
7 |
SOLE
DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
5,187,081 |
WITH |
8 |
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
5,187,081 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
|
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
|
|
|
6.8%(1) |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
HC, OO |
|
|
|
|
|
| (1) | Based on 76,227,038 Ordinary Shares of the Issuer outstanding as of October 12, 2022, as reported in the Issuer’s Prospectus
filed with the SEC on October 11, 2022. |
CUSIP No. N44445109
1 |
NAMES OF REPORTING PERSONS |
|
|
|
Felix J. Baker |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
(a) ¨ |
|
(b) ¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
United States |
|
5 |
SOLE
VOTING POWER |
|
|
|
NUMBER
OF |
|
5,187,081 |
SHARES |
6 |
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED
BY |
|
-0- |
EACH |
7 |
SOLE
DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
5,187,081 |
WITH |
8 |
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
5,187,081 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
|
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
|
|
|
6.8%(1) |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
IN, HC |
|
|
|
|
|
| (1) | Based on 76,227,038 Ordinary Shares of the Issuer outstanding as of October 12, 2022, as reported in the Issuer’s Prospectus
filed with the SEC on October 11, 2022. |
CUSIP No. N44445109
1 |
NAMES OF REPORTING PERSONS |
|
|
|
Julian C. Baker |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
(a) ¨ |
|
(b) ¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
United States |
|
5 |
SOLE
VOTING POWER |
|
|
|
NUMBER
OF |
|
5,187,081 |
SHARES |
6 |
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED
BY |
|
-0- |
EACH |
7 |
SOLE
DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
5,187,081 |
WITH |
8 |
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
5,187,081 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
|
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
|
|
|
6.8%(1) |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
IN, HC |
|
|
|
|
|
| (1) | Based on 76,227,038 Ordinary Shares of the Issuer outstanding as of October 12, 2022, as reported in the Issuer’s Prospectus
filed with the SEC on October 11, 2022. |
Amendment No. 1 to Schedule 13G
This Amendment
No. 1 to Schedule 13G amends and restates the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”),
Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker (collectively, the “Reporting
Persons”). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
Immatics N.V. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
Paul-Ehrlich-Straße 15
72076 Tübingen, Federal Republic
of Germany
| Item 2(a) | Name of Person Filing: |
This Amendment No. 1 is being filed jointly by the Reporting
Persons.
| Item 2(b) | Address of Principal Business Office or, if None, Residence: |
The business address of each of the Reporting
Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd
Floor
New York, NY 10014
(212) 339-5690
The Adviser is a limited partnership organized under the laws
of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship
of each of Julian C. Baker and Felix J. Baker is the United States of America.
| Item 2(d) | Title of Class of Securities: |
Ordinary Shares, nominal value £0.01 per
share (“Ordinary Shares”).
N44445109
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a: |
(a) ¨ Broker or dealer registered
under Section 15 of the Exchange Act.
(b) ¨ Bank as defined in section
3(a)(6) of the Exchange Act.
(c) ¨ Insurance company as defined
in section 3(a)(19) of the Exchange Act.
(d) ¨ Investment company registered
under section 8 of the Investment Company Act of 1940.
(e) x An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ¨ An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) x A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) ¨ A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) ¨ A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
(j) ¨ Group, in accordance with
Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each of the cover pages to
this Amendment No. 1 are incorporated herein by reference.
Set forth below is the aggregate number of Ordinary Shares
directly held by each of Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together
with Life Sciences, the “Funds”) which may be deemed to be indirectly beneficially owned by the Reporting Persons.
The information set forth below is based on 76,227,038 Ordinary
Shares outstanding as of October 12, 2022, as reported in the Issuer’s Prospectus filed with the Securities and Exchange Commission
on October 11, 2022. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
Name | |
Number of
Ordinary Shares
we own or have
the right to acquire
within 60 days | | |
Percent of Class
Outstanding | |
667, L.P. | |
| 407,064 | | |
| 0.5 | % |
Baker Brothers Life Sciences, L.P. | |
| 4,780,017 | | |
| 6.3 | % |
Total | |
| 5,187,081 | | |
| 6.8 | % |
Pursuant to the management agreements, as amended, among the
Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all
discretion and authority with respect to the investment and voting power of the securities held by the Funds and thus the Adviser has
complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as managing
members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
| 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 ¨. N/A
| Item
6 | Ownership of More than Five
Percent on Behalf of Another Person: |
N/A
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person: |
The information in Item 4 is
incorporated herein by reference.
| Item 8 | Identification and Classification of Members of the Group: |
N/A
| Item 9 | Notice of Dissolution of Group: |
N/A
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
February 14, 2023
|
BAKER BROS. ADVISORS LP |
|
|
|
By: Baker Bros. Advisors (GP) LLC, its general partner |
|
|
|
|
By: |
/s/ Scott L. Lessing |
|
|
Name: Scott L. Lessing Title: President |
|
BAKER BROS. ADVISORS (GP) LLC |
|
|
|
|
By: |
/s/ Scott L. Lessing |
|
|
Name: Scott L. Lessing
Title: President |
|
|
|
|
|
/s/ Julian C. Baker |
|
|
Julian C. Baker |
|
|
|
|
|
/s/ Felix J. Baker |
|
|
Felix J. Baker |