SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment ___)*

Immatics N.V.

(Name of Issuer)

Ordinary Shares, nominal value €0.01 per share

(Title of Class of Securities)

N44445109

(CUSIP Number)

Alexander Rakitin

Perceptive Advisors LLC

51 Astor Place, 10^th Floor

New York, NY 10003

(646) 205-5340

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 30, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

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, as amended (“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

CUSIP No. N44445109

CUSIP No. N44445109

CUSIP No. N44445109

This Schedule 13D relates to the Ordinary Shares, nominal value €0.01 per share (the “Ordinary Shares”) of Immatics N.V. (the “Issuer”), which has its principal executive offices at Paul-Ehrlich-Straße 15, 72076 Tübingen, Germany.

Schedule A to this Schedule 13D sets forth the information regarding the directors of the Master Fund.

The source of funds for the acquisitions of the Ordinary Shares reported on this Schedule 13D was working capital of the Master Fund and as a result of the Master Fund’s equity interest in ARYA (as defined below) in connection with the Distribution (as defined below).

The Reporting Persons acquired the Ordinary Shares set forth in this Schedule 13D and hold their Ordinary Shares for investment purposes. Adam Stone, Chief Investment Officer of Perceptive, currently serves as a member of the Issuer’s Board of Directors pursuant to the Investor Rights Agreement (as defined below).

Each Reporting Person expects to continuously review such person’s investment in the Issuer and, depending on various factors including but not limited to, the price of the Ordinary Shares, the terms and conditions of the transaction, prevailing market conditions and such other considerations as such Reporting Person deems relevant, may at any time or from time to time, and subject to any required regulatory approvals, acquire additional Ordinary Shares, preferred stock or other securities convertible into or exercisable or exchangeable for Ordinary Shares from time to time on the open market, in privately- negotiated transactions, directly from the Issuer, or upon the exercise or conversion of securities convertible into or exercisable or exchangeable for Ordinary Shares.

Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements dispose of or distribute some or all of its Ordinary Shares or such other securities as it owns or may subsequently acquire depending on various factors, including but not limited to, the price of the shares, the terms and conditions of the transaction and prevailing market conditions, as well as the liquidity and diversification objectives.

Consistent with their investment intent, each Reporting Person may from time to time discuss with the Issuer’s management, directors, other shareholders and others, the Issuer’s performance, business, strategic direction, capital structure, product development program, prospects and management, as well as various ways of maximizing stockholder value, which may or may not include extraordinary transactions.

Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relates or would result in any of the transactions or other matters specified in clauses (a) though (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.

The information set forth in Item 6 below is incorporated by reference to this Item 4.

The information set forth in Item 4 above is incorporated by reference to this Item 6.

Investor Rights Agreement

On July 1, 2020, Arya Sciences Holdings (the “ARYA”) entered into an Investor Rights and Lock-Up Agreement (the “Investor Rights Agreement”) with the Issuer and certain other stockholders of the Issuer. Pursuant to the terms of the Investor Rights Agreement, ARYA and the Master Fund assumed certain rights as described below.

Pursuant to the Investor Rights Agreements, until the fifth anniversary of the closing of the ARYA Merger (as defined therein), at each annual or special meeting of the Issuer’s shareholders, (i) the Master Fund and certain other investors named therein (collectively, the “ARYA Investors”) have the right, but not the obligation, to designate for election as a director two individuals to serve on the Issuer’s Board (one Class I director and one Class III director), provided that the ARYA Investors’ nomination rights will terminate if at any time ARYA Investors collectively own less than 5% of the Issuer’s then-outstanding Ordinary Shares. Once nominated, the Issuer’s Board is obligated to recommend such individuals for election and to include such recommendation in any proxy statement or similar document provided to the Issuer’s shareholders.

Pursuant to the Investor Rights Agreement, the Issuer agreed to file, subject to customary exceptions, a Registration Statement covering all Ordinary Shares issued in connection with the ARYA Merger, including the private placement of Ordinary Shares. The Registration Statement was declared effective on August 13, 2020. The Investor Rights Agreement also provides the parties with demand and “piggy-back” registration rights, subject to certain minimum requirements and customary conditions.

The foregoing description of Investor Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which is included as Exhibit 2 to this Schedule 13D and is incorporated herein by reference.

SIGNATURES

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: June 6, 2024

Schedule A

The following sets forth the name, address, principal occupation, citizenship and beneficial ownership of Ordinary Shares (to the extent not pursuant to Item 5(a)) of each director of the Master Fund (to the extent not set forth in Item 2).

Exhibit 1

JOINT FILING AGREEMENT

The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Dated: June 6, 2024