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    Amendment: SEC Form SCHEDULE 13G/A filed by Immatics N.V.

    2/14/25 4:16:41 PM ET
    $IMTX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $IMTX alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    (Amendment No. 3)


    Immatics N.V.

    (Name of Issuer)


    Ordinary Shares, nominal value (euro)0.01 per share

    (Title of Class of Securities)


    N44445109

    (CUSIP Number)


    12/31/2024

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox checked   Rule 13d-1(b)
    Checkbox not checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    N44445109


    1Names of Reporting Persons

    Baker Bros. Advisors LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    7,275,830.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    7,275,830.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    7,275,830.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    6.0 %
    12Type of Reporting Person (See Instructions)

    IA, PN


    SCHEDULE 13G

    CUSIP No.
    N44445109


    1Names of Reporting Persons

    Baker Bros. Advisors (GP) LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    7,275,830.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    7,275,830.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    7,275,830.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    6.0 %
    12Type of Reporting Person (See Instructions)

    HC, OO


    SCHEDULE 13G

    CUSIP No.
    N44445109


    1Names of Reporting Persons

    Julian C. Baker
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    7,275,830.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    7,275,830.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    7,275,830.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    6.0 %
    12Type of Reporting Person (See Instructions)

    HC, IN


    SCHEDULE 13G

    CUSIP No.
    N44445109


    1Names of Reporting Persons

    Felix J. Baker
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    7,275,830.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    7,275,830.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    7,275,830.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    6.0 %
    12Type of Reporting Person (See Instructions)

    HC, IN


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    Immatics N.V.
    (b)Address of issuer's principal executive offices:

    PAUL EHRLICH-STRASSE 15 Tubingen, Germany, 72076
    Item 2. 
    (a)Name of person filing:

    This Amendment No. 3 to Schedule 13G amends the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the "Adviser"), Baker Bros. Advisors (GP) LLC (the "Adviser GP"), Julian C. Baker and Felix J. Baker (collectively, the "Reporting Persons"). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. This Amendment No. 3 is being filed jointly by the Reporting Persons.
    (b)Address or principal business office or, if none, residence:

    The business address of each of the Reporting Persons is: c/o Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 10014 (212) 339-5690
    (c)Citizenship:

    The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
    (d)Title of class of securities:

    Ordinary Shares, nominal value (euro)0.01 per share
    (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 filing is a:
    (a)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox not checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    Items 5 through 9 and 11 of each of the cover pages to this Amendment No. 3 are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock ("Common Stock") of Immatics N.V. (the "Issuer") directly held by each of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") which may be deemed to be indirectly beneficially owned by the Reporting Persons. The percentage of beneficial ownership for each of the Reporting Persons reported herein and the information set forth below is based on 121,550,169 shares of Common Stock outstanding as of December 31, 2024, as per information obtained from the Issuer on January 29, 2025. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the management agreements, as amended, among the Adviser, the Funds and their respective general partners, the Funds' respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments. The Adviser GP is the sole general partner of the Adviser. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
    (b)Percent of class:

    The Funds beneficially own 7,275,830 shares of Common Stock or 6.0% of the outstanding Common Stock. 667 beneficially owns 0.5% and Life Sciences beneficially owns 5.5% of the outstanding Common Stock.
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    667 directly holds 570,771 shares of Common Stock and Life Sciences directly holds 6,705,059 shares of Common Stock.

     (ii) Shared power to vote or to direct the vote:

    0

     (iii) Sole power to dispose or to direct the disposition of:

    667 directly holds 570,771 shares of Common Stock and Life Sciences directly holds 6,705,059 shares of Common Stock.

     (iv) Shared power to dispose or to direct the disposition of:

    0

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Item 6.Ownership of more than 5 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.
     
    If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.


    The information in Item 4 is incorporated herein by reference.
    Item 8.Identification and Classification of Members of the Group.
     
    Not Applicable
    Item 9.Notice of Dissolution of Group.
     
    Not Applicable

    Item 10.Certifications:
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

        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.

     
    Baker Bros. Advisors LP
     
    Signature:/s/ Scott L. Lessing
    Name/Title:Scott L. Lessing/ President, Baker Bros. Advisors (GP) LLC, its general partner
    Date:02/14/2025
     
    Baker Bros. Advisors (GP) LLC
     
    Signature:/s/ Scott L. Lessing
    Name/Title:Scott L. Lessing/ President
    Date:02/14/2025
     
    Julian C. Baker
     
    Signature:/s/ Julian C. Baker
    Name/Title:Julian C. Baker
    Date:02/14/2025
     
    Felix J. Baker
     
    Signature:/s/ Felix J. Baker
    Name/Title:Felix J. Baker
    Date:02/14/2025
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