|
|
|
|
|
CUSIP NO. N01045108
|
|
|
|
Page 6 of 8 Pages
|
Statement on Schedule 13D
This Amendment No. 11 (Amendment No. 11) amends and supplements the statement on Schedule 13D initially filed on September 22,
2014, as amended by Amendment No. 1 on Schedule 13D filed on February 17, 2015, as amended by Amendment No. 2 on Schedule 13D filed on May 27, 2015, as amended by Amendment No. 3 on Schedule 13D filed on October 16,
2015, as amended by Amendment No. 4 on Schedule 13D filed on December 17, 2015, as amended by Amendment No. 5 on Schedule 13D filed on February 3, 2017, as amended by Amendment No. 6 on Schedule 13D filed on
February 21, 2018, as amended by Amendment No. 7 on Schedule 13D filed on April 4, 2018, as amended by Amendment No. 8 on Schedule 13D filed on September 19, 2018, as amended by Amendment No. 9 on Schedule 13D filed on
September 26, 2018, and as amended by Amendment No. 10 on Schedule 13D filed on October 3, 2018 (as so amended, the Schedule 13D) on behalf of SGR Sagittarius Holding AG (SGR), AGUTH Holding GmbH
(AGUTH) and Dr. h.c. Klaus Tschira relating to the beneficial ownership of common shares, par value 0.01 per share (the Common Shares) of Affimed N.V. (formerly Affimed Therapeutics B.V.), a Dutch public company
with limited liability (
naamloze
vennootschap
) (the Issuer). Harald Tschira and Udo Tschira are the heirs to Dr. h.c. Klaus Tschira and are filing this Amendment No. 11 together with SGR and AGUTH
(collectively, the Reporting Persons). Except as set forth below, this Amendment No. 11 does not supplement, restate or amend any of the other information disclosed in the Schedule 13D. Capitalized terms not defined in this
Amendment No. 11 have the meanings ascribed to them in the Schedule 13D.
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
Item 4 of the Schedule 13D is hereby amended by inserting the following sentence at its beginning:
The Reporting Persons intend to effect additional sales of Common Shares in the open market in accordance with resolutions adopted by the
board of directors of SGR on March 27, 2019 .
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a,b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial
ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person.
Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting
Person was calculated based upon 62,430,106 Common Shares outstanding as of March 15, 2019, as reported in the Issuers Annual Report on Form
20-F
filed with the Securities and Exchange Commission on
March 27, 2019.
(c) Pursuant to the Transfer Agreements (as defined below), on March 11, 2019, 246,993 Common Shares held on
behalf of SGR pursuant to the
Carve-Out
Agreements and 30,126 Common Shares held on behalf of AGUTH pursuant to the
Carve-Out
Agreements were transferred to the Bohret
Sehmsdorf Trust GmbH (the Trust).
Except as otherwise described in this Schedule 13D, no Reporting Person, other than SGR as
set forth in the table below, effected any transaction in the Common Shares since February 1, 2019 (the date 60 days prior to the filing of this Amendment No. 11):
|
|
|
|
|
Date of Sale
|
|
Shares Sold
(#)
|
|
Avg. Sale Price
per Share ($)
|
3/27/2019
|
|
164,102
|
|
4.1319
|
3/28/2019
|
|
292,100
|
|
4.1336
|
3/29/2019
|
|
275,922
|
|
4.2122
|
4/1/2019
|
|
204,037
|
|
4.2298
|