Large owner Genmab A/S bought $102,411,048 worth of shares (1,055,784 units at $97.00) (SEC Form 4)
$GMAB
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Merus N.V. [ MRUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/26/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares, nominal value EUR 0.09 per share | 12/26/2025 | P | 2,978 | A | $97 | 72,831,487(2) | I | See footnote(1) | ||
| Common Shares, nominal value EUR 0.09 per share | 12/29/2025 | P | 1,052,806 | A | $97 | 73,884,293(2) | I | See footnote(1) | ||
| Common Shares, nominal value EUR 0.09 per share | 12/29/2025 | P | 75,867,199 | D | $97 | 0.00(3)(4)(5) | I | See footnote(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The common shares, nominal value EUR 0.09 per share (each, a "Common Share," and collectively, the "Common Shares"), of the Issuer reported herein were held of record by Genmab Holding II B.V. ("Purchaser"), a wholly owned subsidiary of Genmab A/S ("Parent"). Parent, as the parent entity of Purchaser, beneficially owns the Common Shares reported herein. |
| 2. On December 12, 2025, Purchaser commenced a subsequent offering period during which Purchaser acquired an additional 1,365,432 Common Shares (as previously reported), as well as an additional 2,978 Common Shares on December 26, 2025 and 1,052,806 Common Shares on December 29, 2025. Parent, as the parent entity of Purchaser, beneficially owned the Common Shares held directly by Purchaser. |
| 3. On September 29, 2025, Parent, Purchaser and the Issuer entered into a transaction agreement (the "Transaction Agreement"). In accordance with the Transaction Agreement, Parent and Purchaser consummated the Back-End Merger (as defined in the Transaction Agreement) effective as of 6:00 p.m. New York City time on December 29, 2025 (12:00 a.m. Central European Time on December 30, 2025) and the Back-End Cancellation (as defined in the Transaction Agreement) effective as of 6:30 p.m. New York City time on December 29, 2025 (12:30 a.m. Central European Time on December 30, 2025). |
| 4. (Continued from footnote 3) As a result of the Back-End Merger and the Back-End Cancellation, each Common Share held by shareholders of the Issuer (other than Purchaser) as of immediately prior to the Back-End Merger (each, a "Minority Shareholder," and collectively, the "Minority Shareholders") was cancelled through the Back-End Merger and the Back-End Cancellation and converted into the right to receive an amount in cash equal to the product of (a) $97.00 and (b) the number of Common Shares held by such Minority Shareholder immediately prior to the Back-End Merger (the "Back-End Cancellation Consideration"), less any applicable withholding taxes, including any Dutch dividend withholding tax (dividendbelasting) due in respect of the Back-End Cancellation Consideration. No Common Shares of the Issuer remain outstanding following the Back-End Merger and the Back-End Cancellation. |
| 5. Pursuant to the Back-End Merger, Purchaser indirectly acquired an additional 1,982,906 Common Shares, which Common Shares were subsequently cancelled and converted into the right to receive cash pursuant to the Back-End Cancellation. Parent, as the parent entity of Purchaser, beneficially owned the Common Shares held directly by Purchaser. |
| /s/ Jan G. J. van de Winkel, President and Chief Executive Officer, Genmab A/S | 12/30/2025 | |
| /s/ Anthony Pagano, Executive Vice President & Chief Financial Officer, Genmab A/S | 12/30/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||