SEC Form SC 13D/A filed by CureVac N.V. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. 2)
CUREVAC N.V.
(Name of Issuer)
Common Shares, par value €0.12 per share
(Title of Class of Securities)
N2451R105
(CUSIP Number)
Brian S. North, Esquire
Buchanan Ingersoll & Rooney PC
50 South 16th Street, Suite 3200
Philadelphia, PA 19102
(215) 665-8700
Dr. Marc Hauser
RITTERSHAUS
Harrlachweg 4 · 68163 Mannheim
Germany
+49 621 4256-275
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 2022
(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 §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).
| CUSIP No. N2451R105 |
| 1. | Names of Reporting Persons. Bohlini invest GmbH | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ☒(1) | |
| (b) | ☐ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 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 499,944(2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 499,944(2) | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 499,944(2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. | Percent of Class Represented by Amount in Row (11) 0.3%(3) |
| 14. | Type of Reporting Person (See Instructions) OO |
| (1) | This Schedule 13D is filed by Bohlini invest GmbH (“Bohlini invest”) and Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen” and collectively with Bohlini invest, the “Reporting Persons”). Bohlini invest is a party by way of accession to the Shareholders’ Agreement described in Item 6 of this Schedule 13D, which governs the voting and the disposition of the common shares of the Issuer held by Bohlini invest. |
| (2) | Represents shares held of record by Bohlini invest. |
| (3) | This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022. |
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| CUSIP No. N2451R105 |
| 1. | Names of Reporting Persons. Prof. Dr. Friedrich von Bohlen und Halbach | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ☒(1) | |
| (b) | ☐ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds FP, OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 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 499,944(2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 499,944(2) | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 499,944(2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. | Percent of Class Represented by Amount in Row (11) 0.3%(3) |
| 14. | Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13D is filed by Bohlini invest GmbH (“Bohlini invest”) and Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen” and collectively with Bohlini invest, the “Reporting Persons”). Dr. von Bohlen is the sole equity owner of, and controls, Bohlini invest. Bohlini invest is a party by way of accession to the Shareholders’ Agreement described in Item 6 of this Schedule 13D, which governs the voting and the disposition of the common shares of the Issuer held by Bohlini invest. |
| (2) | Represents 499,944 shares held of record by Bohlini invest. |
| (3) | This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022. |
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This Amendment No. 2 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on May 5, 2022 by the Reporting Persons (the “Statement”) with respect to common shares, par value €0.12 per share (the “Shares”) of CureVac N.V., a Dutch public company (the “Issuer”).
The discussion of the Pooling Agreement in Item 6 of the Statement is amended to read as set forth in Item 6 of this Amendment to reflect its termination.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Pooling Agreement
dievini, DH-LT-Investments, MH-LT-Investments GmbH, Bohlini invest GmbH, and 4H invest GmbH were parties to a Pooling Agreement (the “Pooling Agreement”) governing the disposition and voting of the Shares held by them. The Pooling Agreement was terminated on November 8, 2022.
Item 7. Materials to be Filed as Exhibits.
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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.
Date: November 14, 2022
| BOHLINI INVEST GMBH |
| By: | /s/ Dr. Marc Hauser | |
| Name: | Dr. Marc Hauser | |
| Title: | Attorney-in-fact |
|
/s/ Dr. Marc Hauser as attorney-in-fact | |
| FRIEDRICH VON BOHLEN UND HALBACH |
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