Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
DBV Technologies S.A.
(Name of Issuer)
Ordinary Shares, €0.10 nominal value
per share
(Title of Class of Securities)
23306J101 (American Depositary Shares, each
representing one-half of one Ordinary Share)
(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:
| * |
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).
| CUSIP No. 23306J101 |
Page 2 of 17 |
| |
|
|
|
|
|
| 1.
|
|
Name of reporting persons
Venrock Healthcare Capital Partners II, L.P. |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
PN |
| |
|
|
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners
EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and
Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares and 10,586 shares issuable
upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,292 shares
issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii)
2,093,431 shares and 23,293 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330 shares issuable upon
the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares
and 62,977 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number
of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as
a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and
a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect
to such exercise, the aggregate number of ordinary shares beneficially owned by the holder
(together with its affiliates and other attribution parties) would exceed 9.99% of the number
of ordinary shares outstanding immediately after giving effect to the exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information
obtained from the Issuer on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the
Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 3 of 17 |
| |
|
|
|
|
|
| 1.
|
|
Name of reporting persons
VHCP Co-Investment Holdings II, LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners
EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and
Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares and 10,586 shares issuable
upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,292 shares
issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii)
2,093,431 shares and 23,293 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330 shares issuable upon
the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares
and 62,977 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number
of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as
a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and
a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect
to such exercise, the aggregate number of ordinary shares beneficially owned by the holder
(together with its affiliates and other attribution parties) would exceed 9.99% of the number
of ordinary shares outstanding immediately after giving effect to the exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information
obtained from the Issuer on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the
Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 4 of 17 |
| |
|
|
|
|
|
| 1.
|
|
Name of reporting persons
Venrock Healthcare Capital Partners III, L.P. |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
PN |
| |
|
|
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG,
L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares
and 10,586 shares issuable upon the exercise of immediately exercisable pre-funded warrants
(“Warrants”) held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717
shares and 4,292 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings II, LLC, (iii) 2,093,431 shares and 23,293 shares issuable upon the exercise of
Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330
shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC
and (v) 5,659,991 shares and 62,977 shares issuable upon the exercise of Warrants held by
Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence
represent the maximum number of ordinary shares issuable upon exercise of the Warrants held
by the Reporting Persons as a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise
of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant,
if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially
owned by the holder (together with its affiliates and other attribution parties) would exceed
9.99% of the number of ordinary shares outstanding immediately after giving effect to the
exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information
obtained from the Issuer on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the
Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 5 of 17 |
| |
|
|
|
|
|
| 1. |
|
Name of reporting persons
VHCP Co-Investment Holdings III, LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG,
L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares and 10,586 shares issuable
upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,292 shares
issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii)
2,093,431 shares and 23,293 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330 shares issuable upon
the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares
and 62,977 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number
of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as
a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and
a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect
to such exercise, the aggregate number of ordinary shares beneficially owned by the holder
(together with its affiliates and other attribution parties) would exceed 9.99% of the number
of ordinary shares outstanding immediately after giving effect to the exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information
obtained from the Issuer on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the
Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 6 of 17 |
| |
|
|
|
|
|
| 1.
|
|
Name of reporting persons
Venrock Healthcare Capital Partners EG, L.P. |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
PN |
| |
|
|
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG,
L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares and 10,586 shares issuable upon the exercise
of immediately exercisable pre-funded warrants (“Warrants”) held by Venrock Healthcare
Capital Partners II, L.P., (ii) 385,717 shares and 4,292 shares issuable upon the exercise of Warrants
held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,293 shares issuable upon
the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares
and 2,330 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC
and (v) 5,659,991 shares and 62,977 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum
number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as
a result of the beneficial ownership provision described in the following sentence. Under the terms
of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not
be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the
aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates
and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately
after giving effect to the exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information obtained from the Issuer
on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 7 of 17 |
| |
|
|
|
|
|
| 1. |
|
Name of reporting persons
VHCP Management II, LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG,
L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares and 10,586 shares issuable
upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,292 shares
issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii)
2,093,431 shares and 23,293 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330 shares issuable upon
the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares
and 62,977 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number
of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as
a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and
a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect
to such exercise, the aggregate number of ordinary shares beneficially owned by the holder
(together with its affiliates and other attribution parties) would exceed 9.99% of the number
of ordinary shares outstanding immediately after giving effect to the exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information
obtained from the Issuer on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the
Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 8 of 17 |
| |
|
|
|
|
|
| 1. |
|
Name of reporting persons
VHCP Management III, LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG,
L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares
and 10,586 shares issuable upon the exercise of immediately exercisable pre-funded warrants
(“Warrants”) held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717
shares and 4,292 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings II, LLC, (iii) 2,093,431 shares and 23,293 shares issuable upon the exercise of
Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330
shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC
and (v) 5,659,991 shares and 62,977 shares issuable upon the exercise of Warrants held by
Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence
represent the maximum number of ordinary shares issuable upon exercise of the Warrants held
by the Reporting Persons as a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise
of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant,
if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially
owned by the holder (together with its affiliates and other attribution parties) would exceed
9.99% of the number of ordinary shares outstanding immediately after giving effect to the
exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information
obtained from the Issuer on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the
Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 9 of 17 |
| |
|
|
|
|
|
| 1.
|
|
Name of reporting persons
VHCP Management EG, LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG,
L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares and 10,586 shares issuable
upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,292 shares
issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii)
2,093,431 shares and 23,293 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330 shares issuable upon
the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares
and 62,977 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number
of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as
a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and
a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect
to such exercise, the aggregate number of ordinary shares beneficially owned by the holder
(together with its affiliates and other attribution parties) would exceed 9.99% of the number
of ordinary shares outstanding immediately after giving effect to the exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information
obtained from the Issuer on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the
Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 10 of 17 |
| |
|
|
|
|
|
| 1.
|
|
Name of Reporting Persons
Shah, Nimish |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
IN |
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG,
L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares and 10,586 shares issuable
upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,292 shares
issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii)
2,093,431 shares and 23,293 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330 shares issuable upon
the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares
and 62,977 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number
of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as
a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and
a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect
to such exercise, the aggregate number of ordinary shares beneficially owned by the holder
(together with its affiliates and other attribution parties) would exceed 9.99% of the number
of ordinary shares outstanding immediately after giving effect to the exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information
obtained from the Issuer on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the
Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 11 of 17 |
| |
|
|
|
|
|
| 1.
|
|
Name of Reporting Persons
Koh, Bong |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
| 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
9,403,4792 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
9,403,4792 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,403,4792 |
| 10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3 |
| 12. |
|
Type of Reporting Person (See Instructions)
IN |
| 1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG,
L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule 13G/A. |
| 2 | Consists of (i) 951,439 shares and 10,586 shares issuable
upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,292 shares
issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii)
2,093,431 shares and 23,293 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330 shares issuable upon
the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares
and 62,977 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number
of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as
a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and
a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect
to such exercise, the aggregate number of ordinary shares beneficially owned by the holder
(together with its affiliates and other attribution parties) would exceed 9.99% of the number
of ordinary shares outstanding immediately after giving effect to the exercise. |
| 3 | Based on (i) 94,025,441 Ordinary Shares outstanding as of November 3, 2022 according to information
obtained from the Issuer on November 3, 2022 plus (ii) 103,479 shares issuable upon the exercise of the
Warrants described in Footnote 2 above. |
| CUSIP No. 23306J101 |
Page 12 of 17 |
Introductory Note: This Schedule 13G is filed on behalf of Venrock
Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”),
VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment
II”), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP
III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP
Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State
of Delaware (“VHCP EG”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware
(“VHCP Management II”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware
(“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware
(“VHCP Management EG” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III, VHCP
EG, VHCP Management II and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”)
in respect of Ordinary Shares of DBV Technologies S.A.
Item 1.
DBV Technologies S.A.
| |
(b) |
Address of Issuer’s Principal Executive
Offices |
177-181 avenue Pierre Brossolette
92120 Montrouge France
Item 2.
| |
(a) |
Name of Person Filing |
Venrock Healthcare Capital Partners II, L.P.
VHCP Co-Investment Holdings II, LLC
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management II, LLC
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh
| |
(b) |
Address of Principal Business Office or,
if none, Residence |
| |
New York Office: |
Palo Alto Office: |
| |
|
|
| |
7 Bryant Park |
3340 Hillview Avenue |
| |
23rd Floor |
Palo Alto, CA 94304 |
| |
New York, NY 10018 |
|
All of the Venrock Entities were organized in Delaware. The individuals
are both United States citizens.
| CUSIP No. 23306J101 |
Page 13 of 17 |
| |
(d) |
Title of Class of Securities |
Ordinary shares, €0.10 nominal value per share (the “Ordinary
Shares”).
23306J101
| 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: |
Not applicable
| |
(a) |
Amount Beneficially Owned as of December
31, 2022: |
| Venrock Healthcare Capital Partners II, L.P. |
|
|
9,403,479 |
(1) |
| VHCP Co-Investment Holdings II, LLC |
|
|
9,403,479 |
(1) |
| Venrock Healthcare Capital Partners III, L.P. |
|
|
9,403,479 |
(1) |
| VHCP Co-Investment Holdings III, LLC |
|
|
9,403,479 |
(1) |
| Venrock Healthcare Capital Partners EG, L.P. |
|
|
9,403,479 |
(1) |
| VHCP Management II, LLC |
|
|
9,403,479 |
(1) |
| VHCP Management III, LLC |
|
|
9,403,479 |
(1) |
| VHCP Management EG, LLC |
|
|
9,403,479 |
(1) |
| Nimish Shah |
|
|
9,403,479 |
(1) |
| Bong Koh |
|
|
9,403,479 |
(1) |
| |
(b) |
Percent of Class as of December 31, 2022: |
| Venrock Healthcare Capital Partners II, L.P. | |
| 9.99 | % |
| VHCP Co-Investment Holdings II, LLC | |
| 9.99 | % |
| Venrock Healthcare Capital Partners III, L.P. | |
| 9.99 | % |
| VHCP Co-Investment Holdings III, LLC | |
| 9.99 | % |
| Venrock Healthcare Capital Partners EG, L.P. | |
| 9.99 | % |
| VHCP Management II, LLC | |
| 9.99 | % |
| VHCP Management III, LLC | |
| 9.99 | % |
| VHCP Management EG, LLC | |
| 9.99 | % |
| Nimish Shah | |
| 9.99 | % |
| Bong Koh | |
| 9.99 | % |
| |
(c) |
Number of shares as to which the person has, as of
December 31, 2022: |
| |
(i) |
Sole power to vote or to direct the vote |
| Venrock Healthcare Capital Partners II, L.P. | |
| 0 | |
| VHCP Co-Investment Holdings II, LLC | |
| 0 | |
| Venrock Healthcare Capital Partners III, L.P. | |
| 0 | |
| VHCP Co-Investment Holdings III, LLC | |
| 0 | |
| Venrock Healthcare Capital Partners EG, L.P. | |
| 0 | |
| VHCP Management II, LLC | |
| 0 | |
| VHCP Management III, LLC | |
| 0 | |
| VHCP Management EG, LLC | |
| 0 | |
| Nimish Shah | |
| 0 | |
| Bong Koh | |
| 0 | |
| CUSIP No. 23306J101 |
Page 14 of 17 |
| |
(ii) |
Shared power to vote or to direct the vote |
| Venrock Healthcare Capital Partners II, L.P. |
|
|
9,403,479 |
(1) |
| VHCP Co-Investment Holdings II, LLC |
|
|
9,403,479 |
(1) |
| Venrock Healthcare Capital Partners III, L.P. |
|
|
9,403,479 |
(1) |
| VHCP Co-Investment Holdings III, LLC |
|
|
9,403,479 |
(1) |
| Venrock Healthcare Capital Partners EG, L.P. |
|
|
9,403,479 |
(1) |
| VHCP Management II, LLC |
|
|
9,403,479 |
(1) |
| VHCP Management III, LLC |
|
|
9,403,479 |
(1) |
| VHCP Management EG, LLC |
|
|
9,403,479 |
(1) |
| Nimish Shah |
|
|
9,403,479 |
(1) |
| Bong Koh |
|
|
9,403,479 |
(1) |
| |
(iii) |
Sole power to dispose or to direct the disposition
of |
| Venrock Healthcare Capital Partners II, L.P. | |
| 0 | |
| VHCP Co-Investment Holdings II, LLC | |
| 0 | |
| Venrock Healthcare Capital Partners III, L.P. | |
| 0 | |
| VHCP Co-Investment Holdings III, LLC | |
| 0 | |
| Venrock Healthcare Capital Partners EG, L.P. | |
| 0 | |
| VHCP Management II, LLC | |
| 0 | |
| VHCP Management III, LLC | |
| 0 | |
| VHCP Management EG, LLC | |
| 0 | |
| Nimish Shah | |
| 0 | |
| Bong Koh | |
| 0 | |
| |
(iv) |
Shared power to dispose or to direct the disposition
of |
| Venrock Healthcare Capital Partners II, L.P. |
|
|
9,403,479 |
(1) |
| VHCP Co-Investment Holdings II, LLC |
|
|
9,403,479 |
(1) |
| Venrock Healthcare Capital Partners III, L.P. |
|
|
9,403,479 |
(1) |
| VHCP Co-Investment Holdings III, LLC |
|
|
9,403,479 |
(1) |
| Venrock Healthcare Capital Partners EG, L.P. |
|
|
9,403,479 |
(1) |
| VHCP Management II, LLC |
|
|
9,403,479 |
(1) |
| VHCP Management III, LLC |
|
|
9,403,479 |
(1) |
| VHCP Management EG, LLC |
|
|
9,403,479 |
(1) |
| Nimish Shah |
|
|
9,403,479 |
(1) |
| Bong Koh |
|
|
9,403,479 |
(1) |
| (1) | Consists of (i) 951,439
shares and 10,586 shares issuable upon the exercise of immediately exercisable pre-funded
warrants (“Warrants”) held by Venrock Healthcare Capital Partners II, L.P., (ii)
385,717 shares and 4,292 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings II, LLC, (iii) 2,093,431 shares and 23,293 shares issuable upon the exercise of
Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,330
shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC
and (v) 5,659,991 shares and 62,977 shares issuable upon the exercise of Warrants held by
Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence
represent the maximum number of ordinary shares issuable upon exercise of the Warrants held
by the Reporting Persons as a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise
of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant,
if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially
owned by the holder (together with its affiliates and other attribution parties) would exceed
9.99% of the number of ordinary shares outstanding immediately after giving effect to the
exercise. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners
II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC
is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of
VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock
Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP
Management II, LLC, VHCP Management III, LLC and VHCP Management EG, LLC. |
| CUSIP No. 23306J101 |
Page 15 of 17 |
| 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 |
Not Applicable
| Item 7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. |
Identification and Classification of Members of the Group |
Not Applicable
| Item 9. |
Notice of Dissolution of a Group |
Not Applicable
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, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 23306J101 |
Page 16 of 17 |
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 14, 2023
| Venrock Healthcare Capital Partners II, L.P. |
|
Venrock Healthcare Capital Partners III, L.P. |
| |
|
|
|
|
| By: |
VHCP Management II, LLC |
|
By: |
VHCP Management III, LLC |
| Its: |
General Partner |
|
Its: |
General Partner |
| |
|
|
|
|
| By: |
/s/ David L. Stepp |
|
By: |
/s/ David L. Stepp |
| |
Name: |
David L. Stepp |
|
|
Name: |
David L. Stepp |
| |
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
| |
|
|
| VHCP Co-Investment Holdings II, LLC |
|
VHCP Co-Investment Holdings III, LLC |
| |
|
|
|
|
| By: |
VHCP Management II, LLC |
|
By: |
VHCP Management III, LLC |
| Its: |
Manager |
|
Its: |
Manager |
| |
|
|
|
|
| By: |
/s/ David L. Stepp |
|
By: |
/s/ David L. Stepp |
| |
Name: |
David L. Stepp |
|
|
Name: |
David L. Stepp |
| |
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
| |
|
|
| Venrock Healthcare Capital Partners EG, L.P. |
|
VHCP Management EG, LLC |
| |
|
|
| By: |
VHCP Management EG, LLC |
|
By: |
/s/ David L. Stepp |
| Its: |
General Partner |
|
|
Name: |
David L. Stepp |
| |
|
|
Its: |
Authorized Signatory |
| By: |
/s/ David L. Stepp |
|
|
| |
Name: |
David L. Stepp |
|
|
| |
Its: |
Authorized Signatory |
|
|
| |
|
|
|
| VHCP Management II, LLC |
|
VHCP Management III, LLC |
| |
|
|
|
|
| By: |
/s/ David L. Stepp |
|
By: |
/s/ David L. Stepp |
| |
Name: |
David L. Stepp |
|
|
Name: |
David L. Stepp |
| |
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
|
|
|
| Nimish Shah |
|
Bong Koh |
| |
|
|
| By: |
/s/ David L. Stepp |
|
By: |
/s/ David L. Stepp |
| |
David L. Stepp, as attorney-in-fact |
|
|
David L. Stepp, as attorney-in-fact |
| CUSIP No. 23306J101 |
Page 17 of 17 |
EXHIBITS
| A: | Joint Filing Agreement (incorporated by reference to Exhibit B to Schedule
13G filed on June 23, 2022) |
| B: | Power of Attorney for Nimish Shah (incorporated by reference to Exhibit
B to Schedule 13G filed on June 23, 2022) |
| C: | Power of Attorney for Bong Koh (incorporated by reference to Exhibit B
to Schedule 13G filed on June 23, 2022) |
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