SEC Form 4 filed by Director Baker Bros. Advisors Lp

3/31/25 6:56:23 PM ET

$DBVT

Biotechnology: Biological Products (No Diagnostic Substances)

Health Care

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SEC FORM 4 SEC Form 4

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

OMB APPROVAL

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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^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DBV Technologies S.A. [ DBVT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
First Pre-Funded Warrant⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	03/27/2025		A		2,299,656		⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾	Ordinary Shares	2,299,656	⁽¹⁾⁽²⁾	2,299,656	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾
First Pre-Funded Warrant⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	03/27/2025		A		25,005,240		⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾⁽²⁾	Ordinary Shares	25,005,240	⁽¹⁾⁽²⁾	25,005,240	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾
BS Warrant⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	03/27/2025		A		2,299,656		⁽¹⁰⁾	⁽¹⁰⁾	Second Pre-Funded Warrant⁽¹¹⁾⁽¹²⁾⁽¹³⁾	2,299,656	⁽¹⁾⁽²⁾	2,299,656	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾
BS Warrant⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	03/27/2025		A		25,005,240		⁽¹⁰⁾	⁽¹⁰⁾	Second Pre-Funded Warrant⁽¹¹⁾⁽¹²⁾⁽¹³⁾	25,005,240	⁽¹⁾⁽²⁾	25,005,240	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

667, L.P.

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Baker Brothers Life Sciences LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"), pursuant to a Securities Purchase Agreement with DBV Technologies S.A. (the "Issuer") signed on March 27, 2025, purchased in a private placement that is expected to close on or around April 7, 2025 (the "Offering"), respectively, 2,299,656 and 25,005,240 units, ("Pre-Funded Warrant Units") at price of EUR1.1136 (of which EUR1.1036 will have been pre-funded on the issue date) per Pre-Funded Warrant Unit, each consisting of (i) a pre-funded warrant to purchase an Ordinary Share of the Issuer with an exercise price of EUR0.01 with an expiration date of April 7, 2035 ("First Pre-Funded Warrant") (continued in Note 2)

2. (continued from Note 1) and (ii) a warrant (a "BS Warrant") to subscribe for one pre-funded warrant at an exercise price of EUR0.9008 (each, a "Second Pre-Funded Warrant") that once acquired allows the holder to subscribe initially for 1.75 Ordinary Shares of the Issuer at an exercise price of EUR0.0175 per Second Pre-Funded Warrant.

3. The First Pre-Funded Warrants are only exercisable to the extent that immediately prior to or after giving effect to such exercise the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or one of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 9.99% of the Issuer's outstanding Ordinary Shares (the "First Pre-Funded Warrant Beneficial Ownership Limitation"). (continued in Note 4)

4. (continued from Note 3) A holder, upon notice to the Issuer, may increase or decrease the First Pre-Funded Warrant Beneficial Ownership Limitation, provided that (a) to the extent required by law, in cases of the First Pre-Funded Warrant Beneficial Ownership Limitation being increased above 9.99%, the holder has obtained certain French regulatory approvals as described in the Terms and Conditions of the First Pre-Funded Warrants and (b) the First Pre-Funded Warrant Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares upon exercise of the First Pre-Funded Warrants held by the holder, and with respect to the French FDI Regime (as defined in the Terms and Conditions of the First Pre-Funded Warrants), (continued in Note 5)

5. (continued from Note 4) does not exceed 24.99% of the voting rights immediately after giving effect to the issuance of shares upon exercise of the First Pre-Funded Warrants held by the holder. and (b) the First Pre-Funded Warrant Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares upon exercise of the First Pre-Funded Warrants held by the holder, and with respect to the French FDI Regime (as defined in the Terms and Conditions of the First Pre-Funded Warrants), does not exceed 24.99% of the voting rights immediately after giving effect to the issuance of shares upon exercise of the First Pre-Funded Warrants held by the holder. Any increase in the First Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer.

6. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

7. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

8. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

9. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

10. The BS Warrants will be exercisable until the earlier of April 7, 2027, or 30 days following the publication by the Issuer that the VITESSE Phase 3 study has met its primary endpoint as further described in the Terms and Conditions of the BS Warrants.

11. Each Second Pre-Funded Warrant is exercisable initially for 1.75 Ordinary Shares per Second Pre-Funded Warrant. The Second Pre-Funded Warrants bear an unpaid exercise price per Ordinary Share issuable pursuant to such Second Pre-Funded Warrants (a "Second Pre-Funded Warrant Share") of EUR0.01. The Second Pre-Funded Warrants may be exercised until April 7, 2035. (continued in Note 12)

12. (continued from Note 11) The Second Pre-Funded Warrants are only exercisable to the extent that immediately prior to or after giving effect to such exercise the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or one of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the Issuer's outstanding Ordinary Shares (the "Second Pre-Funded Warrant Beneficial Ownership Limitation"). A holder, upon notice to the Issuer, may increase or decrease the Second Pre-Funded Warrant Beneficial Ownership Limitation, provided that (a) to the extent required by law, in cases of the Second Pre-Funded Warrant Beneficial Ownership Limitation being increased above 9.99%, the holder has obtained certain French regulatory approvals as described in the Terms and Conditions of the Second Pre-Funded Warrants and (continued in Note 13)

13. (continued from Note 12) (b) the Second Pre-Funded Warrant Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares upon exercise of the Second Pre-Funded Warrants held by the holder, and with respect to the French FDI Regime (as defined in the Terms and Conditions of the Second Pre-Funded Warrants), does not exceed 24.99% of the voting rights immediately after giving effect to the issuance of shares upon exercise of the Second Pre-Funded Warrants held by the holder. Any increase in the Second Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer.

Remarks:

Michael Goller, a full-time employee of Baker Bros. Advisors LP is a director of DBV Technologies S.A.. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	03/31/2025
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	03/31/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	03/31/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P.,Name: /s/ Scott L. Lessing, Title: President	03/31/2025
	/s/ Felix J. Baker	03/31/2025
	/s/ Julian C. Baker	03/31/2025
	** Signature of Reporting Person	Date
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Date	Price Target	Rating	Analyst
1/4/2023		Hold → Buy	Societe Generale
12/16/2022		Neutral → Sell	Goldman
5/10/2022	$6.00 → $1.50	Buy → Neutral	Goldman
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12/21/2021	$14.00 → $10.00	Buy	HC Wainwright & Co.
9/14/2021		Hold → Buy	Societe Generale

SEC Form 4 filed by Director Baker Bros. Advisors Lp

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