SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Centogene N.V.
(Name of Issuer)
Common Shares, €0.12 par value per share
(Title of Class of Securities)
N1976T109
(CUSIP Number)
Florian Kaiser
DPE Deutsche Private Equity
Ludwigstrasse 7
80539 Munich, Germany
+49 89 200038-0
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 6, 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. ☐
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 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, 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. N1976T109
| 1. |
Names of Reporting Persons.
DPE Deutsche Private Equity Gesellschaft mbH | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
6,036,287 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
6,036,287 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,036,287 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
27.3% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. N1976T109
| 1. |
Names of Reporting Persons.
DPE Deutschland II A GmbH & Co. KG | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,966,690 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,966,690 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,966,690 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
17.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. N1976T109
| 1. |
Names of Reporting Persons.
DPE Deutschland II B GmbH & Co. KG | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,069,597 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,069,597 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,069,597 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.4% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. N1976T109
| 1. |
Names of Reporting Persons.
Deutsche Private Equity Administration GmbH | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
6,036,287 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
6,036,287 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,036,287 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
27.3% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. N1976T109
| 1. |
Names of Reporting Persons.
Marc Thiery | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
6,036,287 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
6,036,287 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,036,287 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
27.3% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
Explanatory Note
This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on November 22, 2019 by the Reporting Persons (as amended from time to time, the “Schedule 13D”), relating to their beneficial ownership in Centogene N.V. (the “Issuer”). Except to the extent set forth in this Amendment, all material information disclosed in the Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 22,117,643 outstanding shares of Common Stock, as reported in the Issuer’s Form 20-F filed on April 15, 2021.
(c) Schedule A to this Amendment sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person.
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: May 12, 2021
DPE DEUTSCHE PRIVATE EQUITY GESELLSCHAFT MBH
| By: | /s/ Marc Thiery | |
| Name: | Marc Thiery | |
| Title: | Managing Director |
DPE DEUTSCHLAND II A GMBH & CO. KG
By its general partner Deutsche Private Equity Administration GmbH
| By: | /s/ Marc Thiery | |
| Name: | Marc Thiery | |
| Title: | Managing Director |
DPE DEUTSCHLAND II B GMBH & CO. KG
By its general partner Deutsche Private Equity Administration GmbH
| By: | /s/ Marc Thiery | |
| Name: | Marc Thiery | |
| Title: | Managing Director |
DEUTSCHE PRIVATE EQUITY ADMINISTRATION GMBH
| By: | /s/ Marc Thiery | |
| Name: | Marc Thiery | |
| Title: | Managing Director |
| /s/ Marc Thiery |
| Marc Thiery |
Schedule A
The following table sets forth all transactions in the shares of Common Stock effected in the past sixty days not previously reported by the Reporting Persons. Where a price range is provided in the column Price Range, the price reported in that row’s column Price Per Share is a weighted average price. These shares were purchased in multiple transactions at prices between the price ranges indicated in the column Price Range. The Reporting Person will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.
The transactions set forth in the following table were effected pursuant to a stock purchase agreement entered into on April 27, 2021, and the transactions closed on May 6, 2021.
| Record Holder |
Trade Date |
Shares Purchased (Sold) |
Price Per Share | Price Range | ||||||
| DPE II A |
April 30, 2021 | 54,214 | $ | 11.50 | N/A | |||||
| DPE II B |
April 30, 2021 | 28,286 | $ | 11.50 | N/A | |||||
| DPE II A |
April 30, 2021 | 211,929 | $ | 11.50 | N/A | |||||
| DPE II B |
April 30, 2021 | 110,571 | $ | 11.50 | N/A | |||||