Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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 the 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).
Continued on following pages
Page 1 of 7 Pages
CUSIP NO. N44445109 |
Page 2 of 7 |
CUSIP No. N44445109 |
(1)
Names of reporting persons |
Nantahala
Capital Management, LLC |
(2) Check the
appropriate box if a member of a group |
(a) ¨ |
(see
instructions) |
(b) ¨ |
(3) SEC use
only |
|
(4) Citizenship
or place of organization |
MA |
Number of shares
beneficially owned by each reporting person with: |
|
(5) Sole voting
power |
0 |
(6) Shared voting
power |
3,734,628
|
(7) Sole dispositive
power |
0 |
(8) Shared dispositive
power |
3,734,628
|
(9) Aggregate
amount beneficially owned by each reporting person |
3,734,628
|
(10) Check if
the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
(11) Percent
of class represented by amount in Row (9) |
4.9% |
(12) Type of
reporting person (see instructions) |
IA |
CUSIP NO. N44445109 |
Page 3 of 7 |
CUSIP No. N44445109 |
(1)
Names of reporting persons |
Wilmot
B. Harkey |
(2) Check the
appropriate box if a member of a group |
(a) ¨ |
(see
instructions) |
(b) ¨ |
(3) SEC use
only |
|
(4) Citizenship
or place of organization |
USA |
Number of shares
beneficially owned by each reporting person with: |
|
(5) Sole voting
power |
0 |
(6) Shared voting
power |
3,734,628 |
(7) Sole dispositive
power |
0 |
(8) Shared dispositive
power |
3,734,628 |
(9) Aggregate
amount beneficially owned by each reporting person |
3,734,628 |
(10) Check if
the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
(11) Percent
of class represented by amount in Row (9) |
4.9% |
(12) Type of
reporting person (see instructions) |
HC |
CUSIP NO. N44445109 |
Page 4 of 7 |
CUSIP No. N44445109 |
(1)
Names of reporting persons |
Daniel
Mack |
(2) Check the
appropriate box if a member of a group |
(a) ¨ |
(see
instructions) |
(b) ¨ |
(3) SEC use
only |
|
(4) Citizenship
or place of organization |
USA |
Number of shares
beneficially owned by each reporting person with: |
|
(5) Sole voting
power |
0 |
(6) Shared voting
power |
3,734,628 |
(7) Sole dispositive
power |
0 |
(8) Shared dispositive
power |
3,734,628 |
(9) Aggregate
amount beneficially owned by each reporting person |
3,734,628 |
(10) Check if
the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
(11) Percent
of class represented by amount in Row (9) |
4.9% |
(12) Type of
reporting person (see instructions) |
HC |
Item 1(a). |
Name of Issuer: |
|
|
|
IMMATICS N.V. (the “Issuer”). |
|
|
Item 1(b). |
Address of the Issuer's Principal Executive Offices: |
|
|
|
PAUL EHRLICH-STRASSE 15, TUBINGEN, 2M 72076 FEDERAL REPUBLIC OF GERMANY |
|
|
Item 2(a). |
Name of Person Filing |
|
|
|
Nantahala Capital Management, LLC (“Nantahala”)
Wilmot B. Harkey
Daniel Mack (together the “Reporting Persons”) |
|
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
|
|
|
130 Main St. 2nd Floor
New Canaan, CT 06840 |
|
|
Item 2(c). |
Citizenship: |
|
|
|
Nantahala is a Massachusetts limited liability company.
Each of Messrs. Harkey and Mack is a citizen of the United States
of America. |
|
|
Item 2(d). |
Title of Class of Securities: |
|
|
|
Ordinary shares, nominal value €0.01 per share (the “Shares”). |
CUSIP
NO. N44445109 |
Page 5 of 7 |
Item 2(e). |
CUSIP Number: |
|
N44445109 |
|
|
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a: |
|
|
|
(a) ¨ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) x An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) ¨ An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g) x A parent
holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h) ¨ A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(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 (15 U.S.C. 80a-3).
(j) ¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
|
|
Item 4. |
Ownership: |
|
|
Item 4(a). |
Amount Beneficially Owned:
As of December 31, 2022, Nantahala may be
deemed to be the beneficial owner of 3,734,628 Shares held by funds and separately managed accounts under its control, and as the
managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. |
|
|
Item 4(b). |
Percent of Class:
As of December 31, 2022, each of the Reporting
Persons may be deemed to be the beneficial owner of 4.9% of the total number of Shares outstanding. |
CUSIP
NO. N44445109 |
Page 6 of 7 |
Item 4(c). |
Number of shares as to which such person has: |
|
|
|
Nantahala Capital Management, LLC |
|
|
|
(i) |
Sole power to vote or direct the vote |
0 |
|
(ii) |
Shared power to vote or to direct the vote |
3,734,628 |
|
(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
|
(iv) |
Shared power to dispose or to direct the disposition
of |
3,734,628 |
|
Each of Messrs. Harkey and Mack |
|
|
|
(i) |
Sole power to vote or direct the vote |
0 |
|
(ii) |
Shared power to vote or to direct the vote |
3,734,628 |
|
(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
|
(iv) |
Shared power to dispose or to direct the disposition
of |
3,734,628 |
Item 5. |
Ownership of Five Percent or Less of a Class: |
|
|
|
The Reporting Persons have ceased to be beneficial owners of more
than five percent of the Common Stock. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
|
|
|
This Item 6 is not applicable. |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company: |
|
|
|
Each of Messrs. Harkey and Mack is filing this Schedule
13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in §240.13d-1(b)(1)(ii)(E). See
Item 4(a). |
|
|
Item 8. |
Identification and Classification of Members of the Group: |
|
|
|
This Item 8 is not applicable. |
|
|
Item 9. |
Notice of Dissolution of Group: |
|
|
|
This Item 9 is not applicable. |
|
|
Item 10. |
Certification: |
|
By signing below each Reporting Person certifies that, to the best of such person's 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 such purpose or effect. |
CUSIP
NO. N44445109 |
Page 7 of 7 |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete,
and correct.
Date: February 14, 2023 |
NANTAHALA CAPITAL MANAGEMENT, LLC |
|
|
|
By: |
/s/ Taki Vasilakis |
|
|
Taki Vasilakis |
|
|
Chief Compliance Officer |
|
|
|
/s/ Wilmot B. Harkey |
|
Wilmot B. Harkey |
|
|
|
/s/ Daniel Mack |
|
Daniel Mack |
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