SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment
No. 1)*
Immatics N.V.
(Name of Issuer)
Ordinary Shares, nominal value £0.01 per share
|
(Title of Class of Securities)
N44445109
|
|
(CUSIP Number)
December 31, 2022
|
|
|
(Date of Event which Requires Filing of this Statement)
|
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
*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 (the “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).
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.
|
Item
1(a) |
Name of
Issuer: |
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 |
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