UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment
No. _)*
ProQR Therapeutics N.V.
|
(Name of Issuer)
|
Common
Stock, $0.001 par value per share
|
(Title of Class of
Securities)
|
N71542109
|
(CUSIP
Number)
|
December 31, 2016
|
(Date of Event Which
Requires Filing of this Statement)
|
ý
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 in 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).
(1)
|
Names of Reporting Persons.
|
Redmile Group, LLC
|
(2)
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
(a)
¨
(b)
ý
|
(3)
|
SEC Use Only
|
(4)
|
Citizenship or Place of Organization
|
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
(5)
|
Sole Voting Power
|
0
|
(6)
|
Shared Voting Power
|
1,578,174
|
(7)
|
Sole Dispositive Power
|
0
|
(8)
|
Shared Dispositive Power
|
1,578,174
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
1,578,174
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
6.76%
|
(12)
|
Type of Reporting Person (See Instructions)
|
IA,OO
|
|
|
|
|
|
|
|
2
(1)
|
Names of Reporting Persons.
|
JEREMY C. GREEN
|
(2)
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
(a)
¨
(b)
ý
|
(3)
|
SEC Use Only
|
(4)
|
Citizenship or Place of Organization
|
UNITED
STATES
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
(5)
|
Sole Voting Power
|
0
|
(6)
|
Shared Voting Power
|
1,578,174
|
(7)
|
Sole Dispositive Power
|
0
|
(8)
|
Shared Dispositive Power
|
1,578,174
|
(9)
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
1,578,174
|
(10)
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
(11)
|
Percent of Class Represented by Amount in Row
(9)
|
6.76%
|
(12)
|
Type of Reporting Person (See Instructions)
|
IN,HC
|
|
|
|
|
|
|
|
|
3
Item
1(a). Name of Issuer:
ProQR Therapeutics N.V.
Item
1(b). Address of Issuer’s Principal Executive Offices:
Darwinweg 24, 2333 CR
Leiden, The Netherlands
Item
2(a). Names of Persons Filing:
Redmile Group, LLC (“Redmile”)
Jeremy C. Green (“Jeremy Green”)
The
principal business address of each reporting person is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA 94129
.
Item
2(c). Citizenship:
Reference
is made to Item 4 of pages 2–3 of this Schedule 13G (this “Schedule”),
which Items are incorporated by reference herein.
Item
2(d). Title of Class of Securities:
Common
Stock, $.001 par value per share
Item
2(e). CUSIP Number:
N71542109
Item
3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-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).
ý
(e) 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);
ý
(g) A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G);
4
¨
(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.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Redmile Group, LLC: 1,578,174 shares
Jeremy C. Green: 1,578,174 shares
(b) Percent of class:
Redmile Group, LLC: 6.76%
Jeremy C. Green: 6.76%
(c) Number of shares to which such person has:
(i) Sole power to vote or to direct the vote
Redmile Group, LLC: 0 shares
Jeremy C. Green: 0 shares
(ii) Shared power to vote or to direct the vote
Redmile Group, LLP: 1,578,174 shares
Jeremy C. Green: 1,578,174 shares
(iii) Sole power to dispose or to direct the disposition of
Redmile Group, LLC: 0 shares
Jeremy C. Green: 0 shares
(iv) Shared power to dispose or to direct the disposition of
Redmile Group, LLC: 1,578,174
Jeremy C. Green: 1,578,174
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 [ ].
Item
6. Ownership of More than Five Percent on
Behalf of Another Person.
Redmile
serves as general partner and investment manager to certain investment
limited partnerships, pooled investment vehicle(s), separately managed accounts, etc. that have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Securities. Other than as reported in this Schedule, no
investment limited partnerships, pooled investment vehicle(s), separately managed accounts, etc. holdings exceed five percent of the
Issuer’s common stock.
Item
7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit B attached hereto.
Item
8. Identification and Classification of
Members of the Group
Not
Applicable.
Item
9. Notice of Dissolution of Group
Not
Applicable.
Item
10. Certification
By
signing below the undersigned certify that, to the best of their
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, the
undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 14, 2017
|
REDMILE GROUP, LLC
By:
/s/ Jeremy C. Green
/s/ Jeremy C. Green
Its Managing Member
|
Exhibit A
The undersigned agree that this Schedule 13G, dated February 14, 2017, relating to the common stock, par value $0.0001, of ProQR Therapeutics N.V., shall be filed on behalf of the undersigned.
Dated: February 14, 2017
|
REDMILE GROUP, LLC
By:
/s/ Jeremy C. Green
/s/ Jeremy C. Green
Jeremy C. Green, Managing Member
|
|
JEREMY C. GREEN
By:
/s/ Jeremy C. Green
/s/ Jeremy C. Green
|
Exhibit B
Redmile Group, LLC is the relevant entity for which Jeremy C. Green may be considered a control person.
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