Statement of Ownership (sc 13g)
July 18 2022 - 4:12PM
Edgar (US Regulatory)
UNITED
STATES |
SECURITIES
AND EXCHANGE COMMISSION |
Washington,
D.C. 20549 |
|
SCHEDULE
13G |
(Rule 13d-102) |
|
Information
Statement Pursuant to Rules 13d-1 and 13d-2 |
Under
the Securities Exchange Act of 1934 |
(Amendment
No. )* |
|
|
uniQure
N.V. |
|
(Name
of Issuer) |
|
|
Ordinary
shares, par value €0.05 per share |
|
(Title
of Class of Securities) |
|
|
N90064101 |
|
|
(CUSIP
Number) |
|
|
|
|
|
July 7,
2022 |
|
|
(Date
of Event Which Requires Filing of the Statement) |
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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).
CUSIP NO. N90064101 | 13G | Page
2 of 10 Pages |
1. |
NAME OF REPORTING
PERSON
PFM Health Sciences,
LP |
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
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
2,393,311
ordinary shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE
POWER
See Row
6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
See Row
6 above |
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨ |
11. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.1%1 |
12. |
TYPE OF REPORTING
PERSON
IA; PN |
|
|
|
|
|
|
|
|
| 1 | The
percentages reported in this Schedule 13G are based upon 46,647,620 ordinary shares outstanding
as of April 27, 2022 (according to the issuer’s Form 10-Q as filed with the Securities
and Exchange Commission on May 2, 2022). All of the other numbers and percentages reported
in this Schedule 13G are as of 9:00 a.m. (ET) on the date of filing. |
CUSIP NO. N90064101 | 13G | Page
3 of 10 Pages |
1. |
NAME OF REPORTING
PERSON
PFM Health Sciences
GP, LLC |
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
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
2,393,311
ordinary shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE
POWER
See Row
6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
See Row
6 above |
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨ |
11. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.1% |
12. |
TYPE OF REPORTING
PERSON
OO |
|
|
|
|
|
|
|
|
CUSIP NO. N90064101 | 13G | Page
4 of 10 Pages |
1. |
NAME OF REPORTING
PERSON
Partner Asset Management,
LLC |
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
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
2,393,311
ordinary shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE
POWER
See Row
6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
See Row
6 above |
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨ |
11. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.1% |
12. |
TYPE OF REPORTING
PERSON
OO |
|
|
|
|
|
|
|
|
CUSIP NO. N90064101 | 13G | Page
5 of 10 Pages |
1. |
NAME OF REPORTING
PERSON
Brian D. Grossman |
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE
OF ORGANIZATION
U.S.
Citizen |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
2,393,311
ordinary shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE
POWER
See Row
6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
See Row
6 above |
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨ |
11. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.1% |
12. |
TYPE OF REPORTING
PERSON
IN |
|
|
|
|
|
|
|
|
CUSIP NO. N90064101 | 13G | Page
6 of 10 Pages |
uniQure
N.V.
| Item
1(b) | Address
of Issuer’s Principal Executive Offices |
Paasheuvelweg
25, Amsterdam 1105 BP, The Netherlands
| Item
2(a) | Name
of Person Filing
This Schedule 13G is being jointly filed by PFM Health Sciences, LP (“PFM”),
PFM Health Sciences GP, LLC (“PFM-GP”), Partner Asset Management, LLC (“PAM”),
and Brian D. Grossman (“Grossman” and, collectively with PFM, PFM-GP, and PAM,
the “Reporting Persons”) with respect to ordinary shares of the above-named issuer
owned by PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership (“HCM”),
and PFM Biotech Opportunities LP, a Delaware limited partnership (“BO” and, collectively
with HCM, the “Funds”). |
PFM is the investment
advisor for the Funds. PAM is the general partner of the Funds. PFM-GP is the general partner of PFM and the manager of PAM. Grossman
is the sole member of PFM-GP.
The filing of
this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered
by the statement other than the securities actually owned by such person (if any).
| Item
2(b) | Address
of Principal Business Office
The address of the principal business
office of each of the Reporting Persons is c/o PFM Health Sciences, LP, 475 Sansome Street,
Suite 1720, San Francisco, California 94111. |
| Item
2(c) | Citizenship
PFM is organized as a limited partnership
under the laws of the State of Delaware. Each of PFM-GP and PAM is organized as a limited
liability company under the laws of the State of Delaware. Grossman is a U.S. citizen. |
| Item
2(d) | Title
of Class of Securities |
Ordinary shares,
par value £0.05 per share
N90064101
CUSIP NO. N90064101 | 13G | Page
7 of 10 Pages |
| Item 3 | If
this statement is filed pursuant to Rules 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 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; |
| (e) | ¨ |
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) | ¨ |
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; |
| (j) | ¨ |
A non-U.S. institution
in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ¨ |
Group, in accordance
with Rule 13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
CUSIP NO. N90064101 | 13G | Page
8 of 10 Pages |
| A. | PFM
Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC |
| (a) | PFM,
PFM-GP and PAM may be deemed to beneficially own 2,393,311 ordinary shares. |
| (b) | The
number of shares PFM, PFM-GP and PAM may be deemed to beneficially own constitutes approximately
5.1% of the ordinary shares outstanding. |
| (c) | Number
of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: 0 |
| (ii) | shared
power to vote or to direct the vote: 2,393,311 |
| (iii) | sole
power to dispose or to direct the disposition of: 0 |
| (iv) | shared
power to dispose or to direct the disposition of: 2,393,311 |
| (a) | Grossman
may be deemed to beneficially own 2,393,311 ordinary shares. |
| (b) | The
number of shares Grossman may be deemed to beneficially own constitutes approximately 5.1%
of the ordinary shares outstanding. |
| (c) | Number
of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: 0 |
| (ii) | shared
power to vote or to direct the vote: 2,393,311 |
| (iii) | sole
power to dispose or to direct the disposition of: 0 |
| (iv) | shared
power to dispose or to direct the disposition of: 2,393,311 |
| 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 5 percent of the class of securities, check the following ¨. |
| Item 6 | Ownership
of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7 | Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the
Parent Holding Company |
See Item 2 above
CUSIP NO. N90064101 | 13G | Page
9 of 10 Pages |
| 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 I certify that, to
the best of my knowledge and belief, the securities referred to above 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. |
CUSIP NO. N90064101 | 13G | Page
10 of 10 Pages |
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated this 18th
day of July, 2022.
PFM Health Sciences,
LP |
| PFM
HealTh Sciences GP, LLC |
By: | PFM Health Sciences GP, LLC, | |
By: |
/s/
Darin Sadow |
| its general partner | |
|
Darin Sadow, Authorized
Signatory |
By: | /s/ Darin Sadow |
|
| Darin Sadow, Authorized Signatory |
|
PARTNER Asset MANAGEMENT,
LLC |
| BRIAN
D. GROSSMAN |
By: | PFM Health Sciences GP, LLC, | |
By: |
/s/
Darin Sadow |
| its manager | |
|
Darin Sadow, attorney-in-fact* |
By: | /s/ Darin Sadow |
|
| Darin Sadow, Authorized Signatory |
|
| * | Darin
Sadow is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney
dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed
as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V
Pharmaceutical Company on August 5, 2011. |
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