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Share Name | Share Symbol | Market | Type |
---|---|---|---|
LAVA Therapeutics NV | NASDAQ:LVTX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.10 | 4.35% | 2.40 | 2.32 | 2.42 | 2.52 | 2.27 | 2.33 | 159,465 | 19:19:45 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
LAVA Therapeutics N.V.
(Name of Issuer)
Common Shares, par value $0.14 per share
(Title of Class of Securities)
N51517 105
(CUSIP Number)
Barbara Fiorini Due
Novo Holdings A/S
Tuborg Havnevej 19
Hellerup, Denmark DK-2900
+45 3527 6592
Copy to: B. Shayne Kennedy, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
Telephone: (714) 540-1235
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 5, 2023
(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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 (the 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.: N51517 105 Name of Reporting Person: Novo Holdings A/S Check the Appropriate Box
if a Member of Group (See Instructions): (a) ☐ (b) ☐ SEC Use Only: Source of Funds: WC Check if Disclosure of
Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ Citizenship or Place of
Organization: Denmark Number of Shares Beneficially Owned By Each Reporting Person With: Sole Voting Power: 2,400,000 Shared Voting Power: 0 Sole Dispositive Power: 2,400,000 Shared Dispositive Power: 0 Aggregate Amount Beneficially Owned by Each Reporting Person: 2,400,000 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: ☐ 13. Percent of
Class Represented By Amount In Row (11): 9.13% (1) Type of Reporting
Person: CO Based upon 26,289,087 shares of the Issuers Common Shares outstanding as of December 31, 2022, as
reported in the Issuers Form 20-F filed with the Securities and Exchange Commission (the SEC) on April 11, 2023.
This amendment (Amendment No. 4) amends the Schedule 13D originally
filed with the SEC on March 31, 2022, (the Original Schedule), as subsequently amended by Amendment No. 1 filed September 30, 2022, Amendment No. 2 filed October 3, 2022 and Amendment No. 3 filed
February 24, 2023 (collectively with the Original Schedule, the Schedule), to report and reflect a reduction in the beneficial ownership of the Issuers common shares in connection with sales. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule. Item 2. Identity and Background
Item 2 is amended and replaced in its entirety as follows: Novo Holdings A/S, a Danish corporation, is an investment firm focused on life sciences and finance that is
wholly owned by Novo Nordisk Foundation (the Foundation), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is
responsible for managing the Foundations assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the
Issuer held by Novo Holdings A/S. The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set
forth on the updated Schedule I to this Amendment No. 3. The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup,
Denmark. The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set
forth on the updated Schedule I to this Schedule 13D. Novo Holdings A/S, a holding company that is responsible for managing the Foundations assets, provides
seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector. The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities
undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants. Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in the updated
Schedule I has been convicted in any criminal proceedings. Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in the updated
Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3.
Source and Amount of Funds or Other Consideration Item 3 amends and supplements Item 3 in the Schedule to reflect sales of the Issuers shares
during the past 60 days, as follows: On June 5, 2023, Novo Holdings A/S sold 470,558 shares a weighted average price of $2.1726 per share in the
open market. On June 5, 2023, Novo Holdings A/S sold 200,000 shares at $1.60 per share in a block trade.
Item 5. Interest in Securities of the Issuer Item 5 is amended and replaced in its entirety as follows: Novo Holdings A/S beneficially owns 2,400,000 shares of Common Shares (the Novo Shares)
representing approximately 9.13% of the Issuers outstanding shares of Common Shares, based upon 26,289,087 shares of the Issuers Common Shares outstanding as of December 31, 2022, as reported in the Issuers Form 20-F filed with the SEC on April 11, 2023. Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has
the sole power to vote and dispose of the Novo Shares. Neither the Foundation nor any person listed on the updated Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares. Except as described in Item 3, Novo Holdings A/S has not effected any transactions in the Issuers Common
Shares within the past 60 days and neither the Foundation nor any person listed on the updated Schedule I has effected any transactions in the Issuers Common Shares within the past 60 days. Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Novo Shares. Not Appliable
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. /s/ Barbara Fiorini Due 5
Schedule I Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below. Novo Holdings A/S Name, Title Address Principal Occupation Citizenship Lars Rebien Sørensen, Chairman of the
Board Christianholms Tværvej 27, 2930 Klampenborg Denmark Steen Riisgaard, Vice Chairman of the
Board Hestetangsvej 155, 3520 Farum, Denmark United Kingdom United States Kløvervang 10, 2970 Hørsholm, Denmark
Novo Nordisk
Foundation Name, Title Address Principal Occupation Citizenship Lars Rebien Sørensen, Chairman of the
Board Christianholms Tværvej 27 2930
Klampenborg Denmark Lars Henrik Munch, Vice Chairman of the
Board Galionsvej 46 1437 Copenhagen K Denmark Mads Krogsgaard Thomsen, Chief Executive
Officer Præstevejen 38 3230 Græsted Denmark Ole Jakob Müller, Director Lars Henrik Fugger, Director 72 Staunton Road, Headington OX3 7TP Oxford
Liselotte Højgaard, Director Grønningen 21, 4. 1270 Copenhagen K Denmark Mads Boritz Grøn, Director Horsevænget 4 3400 Hillerød Denmark Steen Riisgaard, Director Stig Strøbaek, Director Nana Sejbæk Director Vinrankevej 3 2900 Hellerup Denmark Christopher Ashby Voigt Director 57 Elizabeth Rd Belmont, MA 02478 USA
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
14.
(1)
(a)
(b)
(c)
(d)
(e)
(a)
(b)
(c)
(d)
(e)
Dated: June 5, 2023
Novo Holdings A/S
By:
Barbara Fiorini Due
Its:
General Counsel, Finance & Operations
Professional Board Director
Denmark
Professional Board Director
Denmark
Jean-Luc Butel,
Director
235 Arcadia Road
unit # 10-3
289843 Singapore
Global Healthcare Advisor, President, K8 Global Pte Ltd.
Singapore
Jeppe Christiansen,
Director
Classensgade 59, 5. th.
2100 Copenhagen Ø
Denmark
Chief Executive Officer,
Fondsmaeglerselskabet Maj Invest A/S
Denmark
Francis Michael Cyprian Cuss,
Director
111 Rippling Brook Way,
Bernardsville,
NJ 07924
USA
Biopharmaceutical Consultant
Britt Meelby Jensen
Director
Bukkeballevej 10
2960 Rungsted Kyst
Denmark
Professional Board Director
Denmark
Viviane Monges,
Director
Chemin de Craivavers 32, 1012 Lausanne
Switzerland
Professional Board Director
France
Henrik Poulsen,
Director
Emiliekildevej 36
2930 Klampenborg
Denmark
Professional Board Director and Senior Advisor, A.P. Møller Holding A/S,
Denmark
Susanne Antonie Schaffert
Director
Am Eichenwald 18
91054 Erlangen
Germany
Professional Board Director
Germany
Kasim Kutay,
Chief Executive Officer of Novo Holdings A/S
Bredgade 65, 3.tv. 1260 Copenhagen K.
Denmark
Chief Executive Officer of Novo Holdings A/S
United Kingdom
Nigel Kevin Govett
Chief Financial Officer of Novo Holdings A/S
Chief Financial Officer of Novo Holdings A/S
United Kingdom
Professional Board Director
Denmark
Professional Board Director
Denmark
Chief Executive Officer, Novo Nordisk Foundation
Denmark
Borgmester Jensens A 11, 4. 0003
2100 København Ø Denmark
Environmental Consultant
Denmark
Great Britain
Professor, John Radcliffe Hospital, University of Oxford, Oxford, Great Britain
Denmark
Professor
Denmark
Senior Lead Auditor
Denmark
Hestetangsvej 155
3520 Farum
Denmark
Professional Board Director
Denmark
Furesøgårdsvej 2
3520 Farum
Denmark
Electrician
Denmark
Professional Board Director
Denmark
Professor, Massachusetts Institute of Technology, Massachusetts, USA
United States
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