UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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Affimed N.V.
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(Name of Issuer)
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Common shares, nominal value €0.01 per share
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(Title of Class of Securities)
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N01045108
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(CUSIP Number)
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February 17, 2015
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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Page 1 of 6
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CUSIP No. N01045108
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13G
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1.
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NAMES OF REPORTING PERSONS
BioMedInvest I Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(b) o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
1,561,595
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
1,561,595
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,595
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% based on 23,984,168 outstanding common shares
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12.
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TYPE OF REPORTING PERSON
IV
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Page 2 of 6
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Item 1(a).
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Name of Issuer:
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Affimed N.V.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Technologiepark, Im Neuenheimer Feld 582
69120 Heidelberg, Germany
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Item 2(a).
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Name of Person Filing:
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BioMedInvest I Limited
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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St Peters House, Le Bordage, St Peter Port, Guernsey, GY1 1BR
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Item 2(c).
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Citizenship:
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Guernsey
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Item 2(d).
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Title of Class of Securities:
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Common shares, nominal value €0.01 per share
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Item 2(e).
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CUSIP Number:
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N01045108
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Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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NOT APPLICABLE
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(a)
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o |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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o |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Page 3 of 6
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
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(a)
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Amount beneficially owned: 1,561,595
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(b)
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Percent of class: 6.5% based on 23,984,168 outstanding common shares
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(c)
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Number of shares as to which such person has:
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(i)Sole power to vote or to direct the vote: 1,561,595
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(ii)Shared power to vote or to direct the vote: 0
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(iii)Sole power to dispose or to direct the disposition of: 1,561,595
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(iv)Shared power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 five percent of the class of securities, check the following. o
In connection with the Reporting Person’s execution of the Amended and Restated Carve-Out Agreements and the Termination Agreement on February 12, 2015, the “group” as reported on the Reporting Person’s Schedule 13D filed on September 22, 2014 terminated.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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NOT APPLICABLE
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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NOT APPLICABLE
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Item 8.
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Identification and Classification of Members of the Group.
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NOT APPLICABLE
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Item 9.
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Notice of Dissolution of Group.
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See Exhibit 99.1.
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Item 10.
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Certifications.
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NOT APPLICABLE
Page 4 of 6
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.
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February 17, 2015
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(Date)
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/s/ Kevin Gilligan
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(Signature)
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Kevin Gilligan, Director
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(Name/Title)
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Page 5 of 6
INDEX TO EXHIBITS
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99.1
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Item 9 Information.
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Page 6 of 6
Exhibit 99.1
As of February 17, 2015 any “group” formed by the Reporting Person, on the one hand, and Prof. Dr. Melvyn Little, Deutsches Krebsforschungszentrum, AGUTH Holding GmbH, KfW, tbg Technologie-Beteiligungs-Gesellschaft mbH, SGR Sagittarius Holding AG, OrbiMed Associates III, LP, OrbiMed Private Investments III, LP, Novo Nordisk A/S and LSP III Omni Investment Coöperatief U.A. (collectively, the “Existing Entities”), on the other hand, was dissolved. Beginning with this filing, all further filings with respect to transactions in common shares will be filed, if required, separately by the Reporting Person on the one hand and the Existing Entities on the other hand.