Statement of Ownership (sc 13g)
February 09 2021 - 5:01PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
Orphazyme
A/S
(Name of Issuer)
Ordinary
Shares
(Title of Class of Securities)
687305102
(CUSIP Number)
December 31,
2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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).
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CUSIP No. 687305102
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1
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Name of Reporting Persons
Coöperatieve Aescap Venture I U.A.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,758,105
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,758,105
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,758,105
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.1%
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12
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Type of Reporting Person (See Instructions)
FI
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(1) Based upon 34,697,763 ordinary shares outstanding as
of October 1, 2020, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the
“SEC”) October 2, 2020.
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1
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Name of Reporting Persons
Aescap Venture Management B.V.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,758,105
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,758,105
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,758,105
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.1%
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12
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Type of Reporting Person (See Instructions)
FI
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(1) Based upon 34,697,763 ordinary shares outstanding as
of October 1, 2020, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the
“SEC”) October 2, 2020.
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1
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Name of Reporting Persons
Patrick Johan Hendrik Krol
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,758,105
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,758,105
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,758,105
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.1%
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12
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Type of Reporting Person (See Instructions)
IN
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(1) Based upon 34,697,763 ordinary shares outstanding as
of October 1, 2020, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the
“SEC”) October 2, 2020.
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1
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Name of Reporting Persons
Johan Gerhard Bosman
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,758,105
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,758,105
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,758,105
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.1%
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12
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Type of Reporting Person (See Instructions)
IN
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(1) Based upon 34,697,763 ordinary shares outstanding as
of October 1, 2020, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the
“SEC”) October 2, 2020.
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1
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Name of Reporting Persons
Michiel Alexander de Haan
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,758,105
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,758,105
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,758,105
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.1%
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12
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Type of Reporting Person (See Instructions)
IN
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(1) Based upon 34,697,763 ordinary shares outstanding as
of October 1, 2020, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the
“SEC”) October 2, 2020.
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Item 1.
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(a).
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Name of Issuer
Orphazyme A/S (the “Issuer”)
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(b).
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Address of Issuer’s Principal Executive Offices:
Ole Maaløes Vej 3, DK-2200
Copenhagen N
Denmark
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office
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Item 2(c).
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Citizenship
(i) Coöperatieve Aescap Venture I U.A. (Fund”)
Barbara Strozzilaan 101
1083 HN Amsterdam
The Netherlands
Citizenship: The Netherlands
(ii) Aescap Venture Management B.V. (“Management”),
as the manager of the Fund
Barbara Strozzilaan 101
1083 HN Amsterdam
The Netherlands
Citizenship: The Netherlands
(iii) Patrick Johan Hendrik Krol (“Krol”),
as a managing director of Management
Barbara Strozzilaan 101
1083 HN Amsterdam
The Netherlands
Citizenship: The Netherlands
(iv) Johan Gerhard Bosman (“Bosman”), as a
managing director of Management
Barbara Strozzilaan 101
1083 HN Amsterdam
The Netherlands
Citizenship: The Netherlands
(v) Michiel Alexander de Haan (“de Haan”),
as a managing director of Management
Barbara Strozzilaan 101
1083 HN Amsterdam
The Netherlands
Citizenship: The Netherlands
The foregoing persons are hereinafter sometimes collectively
referred to as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
Ordinary Shares (the “Shares”)
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Item 2(e).
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CUSIP Number:
687305102
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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This Item 3 is not applicable.
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
As the manager of the Fund, any Shares held by the Fund may
be deemed to be beneficially owned by Management. By virtue of their position as managers of Management, each of Krol, Bosman and
de Haan may be deemed to beneficially own and have shared voting and dispositive power with respect to the Shares beneficially
owned by Management
As of the date of this report, the Fund held an aggregate of
1,758,105 Shares.
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(b)
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Percent of class:
The Fund may be deemed the beneficial owner of approximately
5.1% of the Shares outstanding.
Management may be deemed the beneficial owner of approximately 5.1% of the Shares outstanding.
Each of Krol, Bosman and de Haan may be deemed the beneficial
owner of approximately 5.1% of the Shares outstanding.
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(c)
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Number of shares as to which the Reporting person has:
Fund:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
1,758,105
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(iii)
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Sole power to dispose or to direct the disposition of:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
1,758,105
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Management:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
1,758,105
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(iii)
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Sole power to dispose or to direct the disposition of:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
1,758,105
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Krol:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
1,758,105
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(iii)
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Sole power to dispose or to direct the disposition of:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
1,758,105
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Bosman:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
1,758,105
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(iii)
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Sole power to dispose or to direct the disposition of:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
1,758,105
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de Haan:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
1,758,105
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(iii)
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Sole power to dispose or to direct the disposition of:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
1,758,105
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Item 5.
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Ownership of Five Percent or Less of a Class
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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:
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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This Item 7 is not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group.
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This Item 9 is not applicable.
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Item 10.
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Certification.
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This Item 10 is not applicable.
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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.
Dated: February 9, 2021
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Coöperatieve Aescap Venture I U.A.
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By:
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/s/Patrick Krol | /s/Hans
Bosman
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Name: Aescap Venture Management B.V.,
represented by
Patrick Krol and Hans Bosman
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Title: Managing Directors
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Aescap Venture Management B.V.
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By:
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/s/Patrick Krol | /s/Hans
Bosman
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Name: Patrick Krol and Hans Bosman
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Title: Managing Directors
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Patrick Johan Hendrik Krol
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By:
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/s/Patrick Johan Hendrik
Krol
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Johan Gerhard Bosman
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By:
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/s/Johan Gerhard Bosman
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Michiel Alexander de Haan
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By:
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/s/Michiel Alexander de Haan
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