UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
IMMATICS N.V.
(Name of Issuer)
Ordinary shares, nominal value €0.01 per share
(Title of Class of Securities)
N44445109
(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:
| ☐ | 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 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. N44445109 | 13 G | Page 2 of 14 Pages |
| 1. | Name of Reporting Persons
dievini Hopp BioTech holding GmbH & Co. KG | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) | |
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization
Germany |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 ordinary shares | ||
| 6. | Shared Voting Power
16,476,073 ordinary shares (2) | |||
| 7. | Sole Dispositive Power
0 ordinary shares | |||
| 8. | Shared Dispositive Power
16,476,073 ordinary shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,476,073 ordinary shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |
| 11. | Percent of Class Represented by Amount in Row (9)
26.2%(3) | |
| 12. | Type of Reporting Person (See Instructions)
OO |
| (1) | This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents shares held of record by dievini. |
| (3) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020. |
| CUSIP NO. N44445109 | 13 G | Page 3 of 14 Pages |
| 1. | Name of Reporting Persons
DH-Capital GmbH & Co. KG | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) | |
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization
Germany |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 ordinary shares | ||
| 6. | Shared Voting Power
16,476,073 ordinary shares (2) | |||
| 7. | Sole Dispositive Power
0 ordinary shares | |||
| 8. | Shared Dispositive Power
16,476,073 ordinary shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,476,073 ordinary shares common shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |
| 11. | Percent of Class Represented by Amount in Row (9)
26.2%(3) | |
| 12. | Type of Reporting Person (See Instructions)
OO |
| (1) | This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents shares held of record by dievini. |
| (3) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020. |
| CUSIP NO. N44445109 | 13 G | Page 4 of 14 Pages |
| 1. | Name of Reporting Persons
OH Beteiligungen GmbH & Co. KG | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) | |
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization
Germany |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 ordinary shares | ||
| 6. | Shared Voting Power
16,476,073 ordinary shares (2) | |||
| 7. | Sole Dispositive Power
0 ordinary shares | |||
| 8. | Shared Dispositive Power
16,476,073 ordinary shares(2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,476,073 ordinary shares(2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |
| 11. | Percent of Class Represented by Amount in Row (9)
26.2%(3) | |
| 12. | Type of Reporting Person (See Instructions)
OO |
| (1) | This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents shares held of record by dievini. |
| (3) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020. |
| CUSIP NO. N44445109 | 13 G | Page 5 of 14 Pages |
| 1. | Name of Reporting Persons
Dietmar Hopp | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) | |
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization
Germany |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 ordinary shares | ||
| 6. | Shared Voting Power
16,476,073 ordinary shares (2) | |||
| 7. | Sole Dispositive Power
0 ordinary shares | |||
| 8. | Shared Dispositive Power
16,476,073 ordinary shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,476,073 ordinary shares(2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |
| 11. | Percent of Class Represented by Amount in Row (9)
26.2%(3) | |
| 12. | Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents shares held of record by dievini. |
| (3) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020. |
| CUSIP NO. N44445109 | 13 G | Page 6 of 14 Pages |
| 1. | Name of Reporting Persons
Oliver Hopp | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) | |
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization
Germany |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 ordinary shares | ||
| 6. | Shared Voting Power
16,476,073 ordinary shares (2) | |||
| 7. | Sole Dispositive Power
0 ordinary shares | |||
| 8. | Shared Dispositive Power
16,476,073 ordinary shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,476,073 ordinary shares(2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |
| 11. | Percent of Class Represented by Amount in Row (9)
26.2%(3) | |
| 12. | Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents shares held of record by dievini. |
| (3) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020. |
| CUSIP NO. N44445109 | 13 G | Page 7 of 14 Pages |
| 1. | Name of Reporting Persons
Daniel Hopp | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) | |
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization
Germany |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 ordinary shares | ||
| 6. | Shared Voting Power
16,476,073 ordinary shares (2) | |||
| 7. | Sole Dispositive Power
0 ordinary shares | |||
| 8. | Shared Dispositive Power
16,476,073 ordinary shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,476,073 ordinary shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |
| 11. | Percent of Class Represented by Amount in Row (9)
26.2%(3) | |
| 12. | Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents shares held of record by dievini. |
| (3) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020. |
| CUSIP NO. N44445109 | 13 G | Page 8 of 14 Pages |
| 1. | Name of Reporting Persons
Prof. Dr. Friedrich von Bohlen und Halbach | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) | |
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization
Germany |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 ordinary shares | ||
| 6. | Shared Voting Power
16,476,073 ordinary shares (2) | |||
| 7. | Sole Dispositive Power
0 ordinary shares | |||
| 8. | Shared Dispositive Power
16,476,073 ordinary shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,476,073 ordinary shares (3) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |
| 11. | Percent of Class Represented by Amount in Row (9)
26.2%(5) | |
| 12. | Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents shares held of record by dievini. |
| (5) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020. |
| CUSIP NO. N44445109 | 13 G | Page 9 of 14 Pages |
| 1. | Name of Reporting Persons
Prof. Dr. Christof Hettich | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) | |
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization
Germany |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 ordinary shares | ||
| 6. | Shared Voting Power
16,476,073 ordinary shares (2) | |||
| 7. | Sole Dispositive Power
0 ordinary shares | |||
| 8. | Shared Dispositive Power
16,476,073 ordinary shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,476,073 ordinary shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |
| 11. | Percent of Class Represented by Amount in Row (9)
26.2(3) | |
| 12. | Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents shares held of record by dievini. |
| (3) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020. |
| CUSIP NO. N44445109 | 13 G | Page 10 of 14 Pages |
| 1. | Name of Reporting Persons
Dr. Mathias Hothum | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (1) | |
| 3. | SEC USE ONLY
| |
| 4. | Citizenship or Place of Organization
Germany |
Number
of With: |
5. | Sole Voting Power
0 ordinary shares | ||
| 6. | Shared Voting Power
16,476,073 ordinary shares (2) | |||
| 7. | Sole Dispositive Power
0 ordinary shares | |||
| 8. | Shared Dispositive Power
16,476,073 ordinary shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
16,476,073 ordinary shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |
| 11. | Percent of Class Represented by Amount in Row (9)
26.2(3) | |
| 12. | Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents shares held of record by dievini. |
| (3) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020. |
| CUSIP NO. N44445109 | 13 G | Page 11 of 14 Pages |
Introductory Note: This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”) in respect of ordinary shares of Immatics N.V.
| Item 1(a) | Name of Issuer: |
Immatics N.V.
|
Item 1(b) |
Address of Issuer’s principal executive offices: |
Paul-Ehrlich-Straße 15
72076 Tübingen, Germany
| Items 2(a) | Name of Reporting Persons filing: |
dievini Hopp BioTech holding GmbH & Co. KG (“dievini”)
DH-Capital GmbH & Co. KG (“DH-Capital”)
OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”)
Dietmar Hopp
Oliver Hopp
Daniel Hopp
Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”)
Prof. Dr. Christof Hettich (“Dr. Hettich”)
Dr. Mathias Hothum (“Dr. Hothum”)
| Item 2(b) | Address or principal business office or, if none, residence: |
The address of the principal business office of dievini, Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum is c/o dievini Hopp BioTech holding GmbH & Co. KG, Johann-Jakob-Astor Straße 57, 69190 Walldorf, Germany.
The address of the principal business office of DH-Capital GmbH & Co. KG and OH Beteiligungen GmbH & Co. KG is Opelstraße 28, 68789 St. Leon-Rot, Germany.
The address of the principal business office of Oliver Hopp is Johann-Jakob-Astor-Straße 59, 69190 Walldorf, Germany.
The address of the principal business office of Daniel Hopp is Johann-Jakob-Astor-Straße 59, 69190 Walldorf, Germany.
| Item 2(c) | Citizenship: |
| Name | Citizenship or Place of Organization | |
| Dievini | Germany | |
| DH-Capital | Germany | |
| OH Beteiligungen | Germany | |
| Dietmar Hopp | Germany | |
| Oliver Hopp | Germany | |
| Daniel Hopp | Germany | |
| Dr. von Bohlen | Germany | |
| Dr. Hettich | Germany | |
| Dr. Hothum | Germany |
| CUSIP NO. N44445109 | 13 G | Page 12 of 14 Pages |
| Item 2(d) | Title of class of securities: |
Ordinary shares, nominal value €0.01 per share.
| Item 2(e) | CUSIP No.: |
N44445109
| Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a: |
Not applicable.
| Item 4 | Ownership |
The following information with respect to the ownership of ordinary shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.
| Reporting Persons | Common Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class(1) | |||||||||||||||||||||
| dievini Hopp BioTech holding GmbH & Co. KG(2) | 16,476,073 | 0 | 16,476,073 | 0 | 16,476,073 | 16,476,073 | 26.2 | % | ||||||||||||||||||||
| DH-Capital GmbH & Co. KG(3) | 0 | 0 | 16,476,073 | 0 | 16,476,073 | 16,476,073 | 26.2 | % | ||||||||||||||||||||
| OH Beteiligungen GmbH & Co. KG(3) | 0 | 0 | 16,476,073 | 0 | 16,476,073 | 16,476,073 | 26.2 | % | ||||||||||||||||||||
| Dietmar Hopp(3)(4) | 0 | 0 | 16,476,073 | 0 | 16,476,073 | 16,476,073 | 26.2 | % | ||||||||||||||||||||
| Oliver Hopp(3) | 0 | 0 | 16,476,073 | 0 | 16,476,073 | 16,476,073 | 26.2 | % | ||||||||||||||||||||
| Daniel Hopp(3) | 0 | 0 | 16,476,073 | 0 | 16,476,073 | 16,476,073 | 26.2 | % | ||||||||||||||||||||
| Prof. Dr. Friedrich von Bohlen und Halbach(3)(4) | 0 | 0 | 16,476,073 | 0 | 16,476,073 | 16,476,073 | 26.2 | % | ||||||||||||||||||||
| Prof. Dr. Christof Hettich(3)(4) | 0 | 0 | 16,476,073 | 0 | 16,476,073 | 16,476,073 | 26.2 | % | ||||||||||||||||||||
| Dr. Mathias Hothum(4) | 0 | 0 | 16,476,073 | 0 | 16,476,073 | 16,476,073 | 26.2 | % | ||||||||||||||||||||
| (1) | This percentage is calculated based on 62,908,617 shares of the Issuer’s ordinary shares reported to be issued by the Issuer in its Form F-1 Registration Statement filed with the Securities and Exchange Commission on July 31, 2020 |
| (2) | 16,476,073 ordinary shares of the Issuer are held of record by dievini. |
| (3) | DH-Capital, OH Beteiligungen, Dr. von Bohlen and Dr. Hettich are collectively the holders of 100% of the limited partner interest in dievini. DH-Capital and OH Beteiligungen each hold a 40% limited partner interest in dievini and therefore, control the voting and dispositive decisions of dievini together and may be deemed to beneficially own the shares held by dievini. Dietmar Hopp, Daniel Hopp and Oliver Hopp are the ultimate controlling persons of dievini, DH-Capital and OH Beteiligungen, and control the voting and investment decisions of the ultimate parent company of dievini and therefore, may be deemed to beneficially own the shares held by dievini by virtue of their status as controlling persons of dievini. |
| (4) | The sole general partner of dievini with the authorization to represent is dievini Verwaltungs GmbH; however, 100% of the shares of dievini Verwaltungs GmbH are held by dievini so dievini Verwaltungs GmbH is not considered to have control over dievini. The managing directors of dievini Verwaltungs GmbH are Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum. Voting and dispositive decisions made within dievini Verwaltungs GmbH regarding the securities held by dievini are made by at least two managing directors acting together; however, Dietmar Hopp is entitled to represent dievini Verwaltungs GmbH solely. Therefore, in their capacity as managing directors, Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum share voting and dispositive power over the shares held by dievini, and may be deemed to beneficially own such shares held by dievini; however, each of Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum disclaims beneficial ownership of the shares held by dievini except to the extent of their pecuniary interests therein. |
| CUSIP NO. N44445109 | 13 G | Page 13 of 14 Pages |
| 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 Group |
Not applicable.
| Item 10 | Certifications |
Not applicable.
| CUSIP NO. N44445109 | 13 G | Page 14 of 14 Pages |
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 11, 2021
| DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG | |||
| By: | dievini Verwaltungs GmbH | ||
| its General Partner | |||
| By: | /s/ Dr. Marc Hauser | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Attorney-in-fact | ||
| DH-CAPITAL GMBH & CO. KG | |||
| By: | DH Verwaltungs GmbH | ||
| its General Partner | |||
| By: | /s/ Dr. Marc Hauser | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Attorney-in-fact | ||
| OH BETEILIGUNGEN GMBH & CO. KG | |||
| By: | OH Verwaltungs GmbH | ||
| its General Partner | |||
| By: | /s/ Dr. Marc Hauser | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Attorney-in-fact | ||
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| DIETMAR HOPP | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| OLIVER HOPP | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| DANIEL HOPP | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| FRIEDRICH VON BOHLEN UND HALBACH | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| CHRISTOF HETTICH | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| MATHIAS HOTHUM |
Exhibit(s):
Exhibit 1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each of the undersigned hereby constitutes and appoints Dr. Marc Hauser, Dr. Christina Eschenfelder and Dr. Moritz Weber of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB, Harrlachweg 4, 68163 Mannheim, signing individually, the undersigned’s true and lawful attorneys-in-fact and agents with respect to the undersigned’s holdings of and transactions in securities issued by AC Immune, CureVac N.V., and Immatics N.V. (each, a “Company”) to:
(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and submit to the Securities and Exchange Commission (the “SEC”) filings pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any and all rules and regulations thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Schedule 13D and Schedule 13G, as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) and file the same with the SEC and any stock exchange, self-regulatory or any other authority; and
(3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act and the rules and regulations thereunder.
This Power of Attorney shall remain in full force and effect until the earlier of (i) the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by any Company or (ii) or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to perform the function in connection with which he/she was appointed attorney-in-fact or to be an employee of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB or one of its affiliates, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in fact.
[Signatures on Following Page]
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 11th day of February, 2021.
| DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG | |||
| By: | dievini Verwaltungs GmbH | ||
| its General Partner | |||
| By: | /s/ Dr. Marc Hauser | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Attorney-in-Fact | ||
| DH-CAPITAL GMBH & CO. KG | |||
| By: | DH Verwaltungs GmbH | ||
| its General Partner | |||
| By: | Dr. Marc Hauser | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Attorney-in-Fact | ||
| OH BETEILIGUNGEN GMBH & CO. KG | |||
| By: | OH Verwaltungs GmbH | ||
| its General Partner | |||
| By: | Dr. Marc Hauser | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Attorney-in-Fact | ||
| /s/ Dr. Marc Hauser, Attorney-in-Fact | |
| DIETMAR HOPP | |
| /s/ Dr. Marc Hauser, Attorney-in-Fact | |
| OLIVER HOPP | |
| /s/ Dr. Marc Hauser, Attorney-in-Fact | |
| DANIEL HOPP | |
| /s/ Dr. Marc Hauser, Attorney-in-Fact | |
| FRIEDRICH VON BOHLEN UND HALBACH | |
| /s/ Dr. Marc Hauser, Attorney-in-Fact | |
| CHRISTOF HETTICH | |
| /s/ Dr. Marc Hauser, Attorney-in-Fact | |
| MATHIAS HOTHUM |
| By: | dievini Verwaltungs GmbH | ||
| its General Partner | |||
| By: | /s/ Dr. Marc Hauser* | ||
| Name: | Dietmar Hopp | ||
| Title: | Managing Director | ||
| By: | Dr. Marc Hauser* | ||
| Name: | Mathias Hothum | ||
| Title: | Managing Director | ||
| DH-CAPITAL GMBH & CO. KG | |||
| By: | BW Verwaltungs GmbH | ||
| its General Partner | |||
| By: | /s/ Dr. Marc Hauser* | ||
| Name: | Dietmar Hopp | ||
| Title: | Managing Director | ||
| OH BETEILIGUNGEN GMBH & CO. KG | |||
| By: | OH Verwaltungs GmbH | ||
| its General Partner | |||
| By: | Dr. Marc Hauser* | ||
| Name: | Oliver Hopp | ||
| Title: | Managing Director | ||
| DH-LT-INVESTMENTS GMB | |||
| By: | /s/ Dr. Marc Hauser* | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Authorized Attorney-in-Fact | ||
| /s/ Dr. Marc Hauser* | |||
| DIETMAR HOPP | |||
| /s/ Dr. Marc Hauser* | |||
| OLIVER HOPP | |||
| /s/ Dr. Marc Hauser* | |||
| DANIEL HOPP | |||
| /s/ Dr. Marc Hauser* | |||
| CHRISTOF HETTICH | |||
| /s/ Dr. Marc Hauser* | |||
| FRIEDRICH VON BOHLEN UND HALBACH | |||
| /s/ Dr. Marc Hauser* | |||
| MATHIAS HOTHUM | |||
| * Pursuant to separate power of attorney to be filed by amendment | |||
Exhibit 2
JOINT FILING STATEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares of Immatics N.V. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.
The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Each party to this Joint Filing Agreement agrees that this Joint Filing Agreement may be signed in counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be executed as of this 11th day of February, 2021.
| DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG | ||
| By: | dievini Verwaltungs GmbH | |
| its General Partner | ||
| By: | /s/ Dr. Marc Hauser | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Attorney-in-fact | ||
| DH-CAPITAL GMBH & CO. KG | |||
| By: | BW Verwaltungs GmbH | ||
| its General Partner | |||
| By: | /s/ Dr. Marc Hauser | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Attorney-in-fact | ||
| OH BETEILIGUNGEN GMBH & CO. KG | |||
| By: | OH Verwaltungs GmbH | ||
| its General Partner | |||
| By: | /s/ Dr. Marc Hauser | ||
| Name: | Dr. Marc Hauser | ||
| Title: | Attorney-in-fact | ||
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| DIETMAR HOPP | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| OLIVER HOPP | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| DANIEL HOPP | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| FRIEDRICH VON BOHLEN UND HALBACH | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| CHRISTOF HETTICH | |
| /s/ Dr. Marc Hauser as attorney-in-fact | |
| MATHIAS HOTHUM |