SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Affimed N.V.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
N01045108
(CUSIP number)
April 18, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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. N01045108 | 13G | Page 2 of 10 |
| 1. |
Names of Reporting Persons
Cooperatieve Gilde Healthcare V U.A. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
8,125,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,125,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,125,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. N01045108 | 13G | Page 3 of 10 |
| 1. |
Names of Reporting Persons
Gilde Healthcare V Management B.V. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
8,125,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,125,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,125,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. N01045108 | 13G | Page 4 of 10 |
| 1. |
Names of Reporting Persons
Gilde Healthcare Holding B.V. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
8,125,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,125,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,125,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. N01045108 | 13G | Page 5 of 10 |
| 1. |
Names of Reporting Persons
Manapouri B.V. (100% owned by Edwin de Graaf) | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
8,125,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,125,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,125,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. N01045108 | 13G | Page 6 of 10 |
| 1. |
Names of Reporting Persons
Martemanshurk B.V. (100% owned by Pieter van der Meer) | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
8,125,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,125,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,125,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. N01045108 | 13G | Page 7 of 10 |
| Item 1(a). | Name of Issuer: |
Affimed N.V. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Im Neuenheimer Feld 582, 69120 Heidelberg, Germany
| Item 2(a). | Name of Person Filing: |
Cooperatieve Gilde Healthcare V U.A.
Gilde Healthcare V Management B.V.
Gilde Healthcare Holding B.V.
Manapouri B.V. (100% owned by Edwin de Graaf)
Martemanshurk B.V. (100% owned by Pieter van der Meer)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
c/o Gilde Healthcare Partners B.V.
Newtonlaan 91
3584 BP Utrecht
The Netherlands
| Item 2(c). | Citizenship: |
Each of the reporting persons is organized and based in the Netherlands.
| Item 2(d). | Title of Class of Securities: |
This Statement refers to the Common Shares of the Issuer.
| Item 2(e). | CUSIP No.: |
N01045108
| 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: |
Not applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
| Cooperatieve Gilde Healthcare V U.A. | 8,125,000 shares | |
| Gilde Healthcare V Management B.V. | 8,125,000 shares | |
| Gilde Healthcare Holding B.V. | 8,125,000 shares | |
| Manapouri B.V. (100% owned by Edwin de Graaf) | 8,125,000 shares | |
| Martemanshurk B.V. (100% owned by Pieter van der Meer) | 8,125,000 shares |
8,125,000 shares are held of record by Cooperatieve Gilde Healthcare V U.A. Gilde Healthcare V Management B.V. is the managing director of Cooperatieve Gilde Healthcare V U.A. and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare V Management B.V. is fully owned by Gilde Healthcare Holding B.V., which is also its sole managing director. The managing directors of Gilde Healthcare Holding B.V. are Manapouri B.V. (of which Edwin de Graaf is the owner and managing director) and Martemanshurk B.V. (of which Pieter van der Meer is the owner and managing director). Gilde Healthcare V Management B.V. disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
| CUSIP No. N01045108 | 13G | Page 8 of 10 |
Each of Messrs. de Graaf and Manapouri B.V. and van der Meer and Martemanshurk B.V. each disclaim beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
| (b) | Percent of class: |
| Cooperatieve Gilde Healthcare V U.A. | 5.6% | |
| Gilde Healthcare V Management B.V. | 5.6% | |
| Gilde Healthcare Holding B.V. | 5.6% | |
| Manapouri B.V. (100% owned by Edwin de Graaf) | 5.6% | |
| Martemanshurk B.V. (100% owned by Pieter van der Meer) | 5.6% |
These percentages are based on 145,919,772 common shares (“Common Shares”) of Affimed N.V. (the “Issuer”) stated to be outstanding immediately after the offering as reported in the Issuer’s prospectus supplement (Registration No. 333-260946) filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(5) on April 14, 2022.
| (c) | Number of shares as to which the person has: |
(i) Sole power to vote or to direct the vote:
| Cooperatieve Gilde Healthcare V U.A. | 0 shares | |
| Gilde Healthcare V Management B.V. | 0 shares | |
| Gilde Healthcare Holding B.V. | 0 shares | |
| Manapouri B.V. (100% owned by Edwin de Graaf) |
0 shares | |
| Martemanshurk B.V. (100% owned by Pieter van der Meer) | 0 shares |
(ii) Shared power to vote or to direct the vote:
| Cooperatieve Gilde Healthcare V U.A. | 8,125,000 shares | |
| Gilde Healthcare V Management B.V. | 8,125,000 shares | |
| Gilde Healthcare Holding B.V. | 8,125,000 shares | |
| Manapouri B.V. (100% owned by Edwin de Graaf) |
8,125,000 shares | |
| Martemanshurk B.V. (100% owned by Pieter van der Meer) | 8,125,000 shares |
(iii) Sole power to dispose or to direct the disposition of:
| Cooperatieve Gilde Healthcare V U.A. | 0 shares | |
| Gilde Healthcare V Management B.V. | 0 shares | |
| Gilde Healthcare Holding B.V. | 0 shares | |
| Manapouri B.V. (100% owned by Edwin de Graaf) |
0 shares | |
| Martemanshurk B.V. (100% owned by Pieter van der Meer) | 0 shares |
(iv) Shared power to dispose or to direct the disposition of:
| Cooperatieve Gilde Healthcare V U.A. | 8,125,000 shares | |
| Gilde Healthcare V Management B.V. | 8,125,000 shares | |
| Gilde Healthcare Holding B.V. | 8,125,000 shares | |
| Manapouri B.V. (100% owned by Edwin de Graaf) |
8,125,000 shares | |
| Martemanshurk B.V. (100% owned by Pieter van der Meer) | 8,125,000 shares |
| Item 5. | Ownership of 5 Percent or Less of a Class |
Not applicable.
| CUSIP No. N01045108 | 13G | Page 9 of 10 |
| 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 |
See Item 4(a) above.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 1 | Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. | |
| CUSIP No. N01045108 | 13G | Page 10 of 10 |
Signatures
After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.
| Dated: April 21, 2022 | COOPERATIEVE GILDE HEALTHCARE V U.A. | |||||||
| By: GILDE HEALTHCARE V MANAGEMENT B.V. | ||||||||
| Its: Managing Director | ||||||||
| By: | /s/ Edwin de Graaf | |||||||
| Name: | Edwin de Graaf | |||||||
| Title: | Managing Director | |||||||
| GILDE HEALTHCARE V MANAGEMENT B.V. | ||||||||
| By: | /s/ Edwin de Graaf | |||||||
| Name: | Edwin de Graaf | |||||||
| Title: | Managing Director | |||||||
| GILDE HEALTHCARE HOLDING B.V. | ||||||||
| By: | /s/ Edwin de Graaf | |||||||
| Name: | Edwin de Graaf | |||||||
| Title: | Managing Director | |||||||
| MANAPOURI B.V. | ||||||||
| By: | /s/ Edwin de Graaf | |||||||
| Name: | Edwin de Graaf | |||||||
| Title: | Managing Director | |||||||
| MARTEMANSHURK B.V. | ||||||||
| By: | /s/ Pieter van der Meer | |||||||
| Name: | Pieter van der Meer | |||||||
| Title: | Managing Director | |||||||