SEC Form SC 13D filed by Galapagos NV

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Galapagos NV

(Name of Issuer)

Ordinary Shares, no par value, and American Depositary Shares, each of which represents one Ordinary Share

(Title of Class of Securities)

BE0003818359 (Ordinary Shares)

36315X101 (American Depositary Shares)

(CUSIP Number)

Van Herk Investments B.V.

Lichtenauerlaan 30
3062 ME Rotterdam
The Netherlands

Telephone: +31-10-241-1555

Attn: Erik G.A. Esveld

with a copy to:

Sarah K. Solum, Esq.

Freshfields Bruckhaus Deringer US LLP

2710 Sand Hill Road

Menlo Park, California 94025

(650) 618-9250 

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

November 2, 2021

(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: x

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

*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).

SCHEDULE 13D

The class of equity securities to which this Schedule 13D relates are the ordinary shares, no par value (the “Ordinary Shares”), and American Depositary Shares (“ADSs” and, together with the Ordinary Shares, the “Common Stock”), each of which represents one Ordinary Share, of Galapagos NV (the “Issuer”). The principal executive offices of the Issuer are located at Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium.

Each of VHIT, VHPI, Penulata, VHMS, OGBBA, Holdings, Abchrys and Mr. van Herk disclaim beneficial ownership of the securities covered by this Schedule 13D.

In December 2013, VHI acquired its initial investment in the Issuer from Mr. van Herk, who had acquired Common Stock in open market transactions over time. From time to time since December 2013, (i) VHI has acquired Common Stock in open market transactions for its own account and (ii) Mr. van Herk has acquired Common Stock in open market transactions for the account of VHI pursuant to an agreement between Mr. van Herk and VHI (the “Account Agreement”). In addition, VHI purchased Common Stock via option assignments. From time to time, shares of Common Stock held by Mr. van Herk pursuant to the Account Agreement are transferred to VHI.

The sources of the funding for the purchase of Common Stock were the general working capital of VHI or the personal funds of Mr. van Herk, as applicable. The working capital of VHI is in part funded by margin loans provided by various banks. The shares of Common Stock held by VHI, together with certain other securities, have been pledged as security for such loans.

On November 2, 2021, VHI provided notice to the Issuer of its intent to nominate Mr. Dharminder Chahal for election to the Issuer’s board of directors.

The Reporting Persons acquired the Common Stock reported herein for investment purposes in the ordinary course of business. Except as described above, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in Item 4 of Schedule 13D of the Act, but the Reporting Persons reserve the right to propose, undertake or participate in any such actions in the future.

(a), (b) The information set forth in or incorporated by reference in Items 2, 3, 4 and 6 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(c)       The following transactions with respect to the Ordinary Shares were effected by VHI during the past 60 days on Euronext Amsterdam, with the exception of the Ordinary Shares purchased pursuant to a put option assignment on September 17, 2021, which was effected on Euronext Brussels. Except as otherwise described in this Schedule 13D, no other transactions were effected by the Reporting Persons during the past 60 days.

(d)       Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities of the Issuer beneficially owned by the Reporting Persons as described in this Item 5.

(e)       Not applicable.

The table below lists (i) the unexpired put options VHI has written, which provide that VHI will be required to purchase additional Ordinary Shares if the counterparty thereto exercise such put options on or before the expiration date; and (ii) the unexpired call options VHI has purchased, which provides that VHI has the right (but not the obligation) to purchase the Ordinary Shares at the strike price indicated on or before the expiration date. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash.

Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies as of the date hereof.

*Filed herewith.

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.

Date: November 2, 2021

* Pursuant to a Power of Attorney, dated as of September 16, 2019, by and among the Reporting Persons.