SEC Form SC 13G/A filed by AC Immune SA (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

AC IMMUNE SA

(Name of Issuer)

Common Shares

(Title of Class of Securities)

H00263105

(CUSIP Number)

October 6, 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:

o Rule 13d-1(b)

o Rule 13d-1(c)

x 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).

Item 1.

(a) Name of issuer:

AC Immune SA

(b) Address of issuer's principal executive offices:

EPFL Innovation Park, bâtiment B, 1015 Lausanne, Switzerland

Item 2.

(a) Names of persons filing:

Affiris and Certain of Its Shareholders

(i) Affiris AG in Liqu ("Affiris"), (ii) MIG GmbH & Co. Fonds 15 geschlossene Investment-KG, MIG Asset Trust GmbH, MIG GmbH & Co. Fonds 4 KG, MIG GmbH & Co. Fonds 5 KG i.L., MIG GmbH & Co. Fonds 7 KG i.L., MIG GmbH & Co. Fonds 11 KG i.L., MIG GmbH & Co. Fonds 12 geschlossene Investment-KG, MIG GmbH & Co. Fonds 13 geschlossene Investment-KG i.L. (collectively, the "MIG Shareholders"), (iii) Santo Venture Capital GmbH ("Santo"), and (iv) FCPB Affi GmbH ("FCPB").

Additional Filing Persons Related to the MIG Shareholders

In addition to the forgoing persons, MIG Capital AG (previously known as MIG Verwaltungs AG) controls investment decisions with respect to investments held by the MIG Shareholders. Michael Motschmann is the majority shareholder of this entity.

MIG Komplementär GmbH serves as general partner of MIG GmbH & Co. Fonds 4 KG and MIG GmbH & Co. Fonds 5 KG i.L. MIG Komplementär GmbH is a subsidiary of MIG Capital AG. HMW Verwaltungs GmbH serves as general partner of MIG GmbH & Co. Fonds 7 KG i.L. and MIG GmbH & Co. Fonds 11 KG i.L., and HMW Komplementär GmbH serves as general partner of MIG GmbH & Co. Fonds 15 geschlossene Investment-KG, MIG GmbH & Co. Fonds 12 geschlossene Investment-KG and MIG GmbH & Co. Fonds 13 geschlossene Investment-KG i.L.  These entities are subsidiaries of HMW Emissionshaus AG.  Dr. Matthias Hallweger is the majority shareholder of this entity.

Additional Filing Persons Related to Santo and FCPB

Santo is wholly owned by Santo Holding (Deutschland) GmbH, which in turn is wholly owned by Athos KG.

FCPB is wholly owned by FCP Biotech Holding GmbH ("FCP Biotech"), which is wholly owned by First Capital Partner GmbH, which is wholly owned by we holding GmbH & Co. KG, which in turn is wholly owned by Wolfgang Egger.

* * *

An agreement among the filing persons that this Schedule 13G is filed on behalf of each of them was attached as Exhibit 1 to the Schedule 13G filed on August 5, 2021.

(b) Addresses or principal business offices or, if none, residence:

For Affiris, Karl-Farkas-Gasse 22, 1030 Vienna, Austria

For MIG GmbH & Co. Fonds 15 geschlossene Investment-KG, MIG GmbH & Co. Fonds 13 geschlossene Investment-KG i.L.  and MIG GmbH & Co. Fonds 12 geschlossene Investment-KG,  Münchner Str. 52, 82049 Pullach, Germany.

For the other MIG Shareholders, Ismaninger Strasse 102, 81675 Munich, Germany

For MIG Capital AG, Ismaninger Strasse 102, 81675 Munich, Germany

For Michael Motschmann, Ismaninger Strasse 102, 81675 Munich, Germany

For MIG Komplementär GmbH, Ismaninger Strasse 102, 81675 Munich, Germany

For HMW Komplementär GmbH, Münchner Str. 52, 82049 Pullach, Germany

For HMW Verwaltungs GmbH, Münchner Str. 52, 82049 Pullach, Germany

For HMW Emissionshaus AG, Münchner Str. 52, 82049 Pullach, Germany

Dr. Matthias Hallweger, Münchner Str. 52, 82049 Pullach, Germany

For Santo, Bergfeldstrasse 9, 83607 Holzkirchen, Germany

For Santo Holding (Deutschland) GmbH, Bergfeldstrasse 9, 83607 Holdkirchen, Germany

For Athos KG, Bergfeldstrasse 9, 83607 Holzkirchen

For FCPB, Freihamer Strasse 2, 82166 Gräfelfing, Germany

For FCP Biotech Holding GmbH, Freihamer Str. 2, 82166 Gräfelfing

For First Capital Partner GmbH, Freihamer Str. 2, 82166 Gräfelfing, Germany

For we holding GmbH & Co. KG, Freihamer Str. 2, 82166 Gräfelfing, Germany

For Wolfgang Egger, Gärtnerstr. 31, 86161 Augsburg, Germany

(c) Citizenship:

For Affiris, Austria.

For the remaining filing persons, Germany.

(d) Title of class of securities:

Ordinary shares.

(e) CUSIP No.: H00263105

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

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

On July 26, 2021, the filing persons entered into agreements pursuant to which Affiris agreed to purchase 7,106,840 of the Issuer's ordinary shares. In addition, Santo and FCPB agreed to purchase notes that are convertible into a maximum of 1,513,317 of the Issuer's ordinary shares for each of those investors. FCPB transferred the convertible notes discussed in this filing to FCP Biotech during the third quarter of 2021.

On October 6, 2022, Affiris completed a sale of 382,000 of the Issuer's ordinary shares to FCP Biotech. 

The MIG Shareholders, Santo and FCPB agreed in July 2021, among other things, to certain limitations on the Affiris's ability to sell or transfer the ordinary shares held by Affiris, including certain potential distributions by Affiris to the MIG Investors, Santo and FCPB. Accordingly, the filing persons may have been deemed to be a "group" for purposes of the shares held by Affiris; however, consistent with Item 2 of the cover page for each filing person, the filing persons neither disclaim nor affirm the existence of a group among them.

During 2022, these limitations on Affiris's ability to sell or transfer the ordinary shares held by Affiris expired. Accordingly, the MIG Shareholders, Santo and FCPB no longer may be deemed to have beneficial of the shares held by Affiris.

(b) Percent of class:

See line 11 of the cover sheets. The percentages set forth are based on 83,479,013 shares of the issuer that were reported as outstanding as of December 31, 2021.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See line 5 of the cover sheets.

(ii) Shared power to vote or to direct the vote:

See line 6 of the cover sheets.

(iii) Sole power to dispose or to direct the disposition of:

See line 7 of the cover sheets.

(iv) Shared power to dispose or to direct the disposition of:

See line 8 of the cover sheets.

Each of the filing persons (other than Affiris) disclaim beneficial ownership of the shares held by Affiris, except to the extent they have a pecuniary interest therein.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

The MIG Shareholders, Santo and FCPB have ceased to be the beneficial owners of more than 5% of the Issuer's ordinary shares.

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.

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Each of the filing persons (other than Affiris) disclaim beneficial ownership of the shares held by Affiris, except to the extent they have a pecuniary interest therein.

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect

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.

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