Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VectivBio Holding AG
(Name of Issuer)
Ordinary Shares, CHF 0.05 nominal value per share
(Title of Class of Securities)
H9060V101
(CUSIP Number)
Sophie Paquin
Bpifrance Investissement SAS
6-8, boulevard Haussmann
75009 Paris
France
+33 1 53 89 55 73
With copy to:
John C. Partigan
Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001
(202) 585-8000
((Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
October 17, 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 x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.
CUSIP No. H9060V101 | |||||
1 | Name of Reporting Person FPCI Bpifrance Innovation I | ||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | ¨ | ||||
3 | SEC Use Only | ||||
4 | Source
of Funds WC | ||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
6 | Citizenship
or Place of Organization France | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power
0 | |||
8 | Shared Voting Power
2,806,217 Ordinary Shares | ||||
9 | Sole Dispositive Power
0 | ||||
10 | Shared Dispositive
Power 2,806,217 Ordinary Shares | ||||
11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,806,217 Ordinary Shares | ||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
13 | Percent
of Class Represented by Amount in Row (11) 4.5% of the Ordinary Shares1 | ||||
14 | Type of Reporting
Person (See Instructions) OO | ||||
1 | Percentage of class is calculated based on 62,737,642 Ordinary Shares outstanding as of October 17, 2022, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on October 14, 2022. |
Page 2 of 9 Pages
CUSIP No. H9060V101 | |||||
1 | Name of Reporting Person Bpifrance Investissement S.A.S. | ||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | ¨ | ||||
3 | SEC Use Only | ||||
4 | Source of Funds WC | ||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
6 | Citizenship or Place of Organization
France | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
8 | Shared Voting Power 2,806,217 Ordinary Shares | ||||
9 | Sole Dispositive Power 0 | ||||
10 | Shared Dispositive Power 2,806,217 Ordinary Shares | ||||
11 | Aggregate Amount Beneficially Owned
by Each Reporting Person 2,806,217 Ordinary Shares | ||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
13 | Percent of Class Represented by
Amount in Row (11) 4.5% of the Ordinary Shares2 | ||||
14 | Type of Reporting Person (See Instructions) OO | ||||
2 | Percentage of class is calculated based on 62,737,642 Ordinary Shares outstanding as of October 17, 2022, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on October 14, 2022. |
Page 3 of 9 Pages
CUSIP No. H9060V101 | |||||
1 | Name of Reporting Person Bpifrance Participations S.A. | ||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | ¨ | ||||
3 | SEC Use Only | ||||
4 | Source of Funds WC | ||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
6 | Citizenship or Place of Organization
France | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
8 | Shared Voting Power 2,806,217 Ordinary Shares | ||||
9 | Sole Dispositive Power 0 | ||||
10 | Shared Dispositive Power 2,806,217 Ordinary Shares | ||||
11 | Aggregate Amount Beneficially Owned
by Each Reporting Person 2,806,217 Ordinary Shares | ||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
13 | Percent of Class Represented by
Amount in Row (11) 4.5% of the Ordinary Shares3 | ||||
14 | Type of Reporting Person (See Instructions) OO | ||||
3 | Percentage of class is calculated based on 62,737,642 Ordinary Shares outstanding as of October 17, 2022, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on October 14, 2022. |
Page 4 of 9 Pages
CUSIP No. H9060V101 | |||||
1 | Name of Reporting Person Caisse des dépôts et consignations | ||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | ¨ | ||||
3 | SEC Use Only | ||||
4 | Source of Funds WC | ||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
6 | Citizenship or Place of Organization
France | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
8 | Shared Voting Power 2,806,217 Ordinary Shares | ||||
9 | Sole Dispositive Power 0 | ||||
10 | Shared Dispositive Power 2,806,217 Ordinary Shares | ||||
11 | Aggregate Amount Beneficially Owned
by Each Reporting Person 2,806,217 Ordinary Shares | ||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
13 | Percent of Class Represented by
Amount in Row (11) 4.5% of the Ordinary Shares4 | ||||
14 | Type of Reporting Person (See Instructions) OO | ||||
4 | Percentage of class is calculated based on 62,737,642 Ordinary Shares outstanding as of October 17, 2022, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on October 14, 2022. |
Page 5 of 9 Pages
CUSIP No. H9060V101 | |||||
1 | Name of Reporting Person EPIC Bpifrance | ||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | ¨ | ||||
3 | SEC Use Only | ||||
4 | Source of Funds WC | ||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
6 | Citizenship or Place of Organization
France | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
8 | Shared Voting Power 2,806,217 Ordinary Shares | ||||
9 | Sole Dispositive Power 0 | ||||
10 | Shared Dispositive Power 2,806,217 Ordinary Shares | ||||
11 | Aggregate Amount Beneficially Owned
by Each Reporting Person 2,806,217 Ordinary Shares | ||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
13 | Percent of Class Represented by
Amount in Row (11) 4.5% of the Ordinary Shares5 | ||||
14 | Type of Reporting Person (See Instructions) OO | ||||
5 | Percentage of class is calculated based on 62,737,642 Ordinary Shares outstandi ng as of October 17, 2022, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on October 14, 2022. |
Page 6 of 9 Pages
CUSIP No. H9060V101 | |||||
1 | Name of Reporting Person Bpifrance S.A. | ||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | ¨ | ||||
3 | SEC Use Only | ||||
4 | Source of Funds WC | ||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
6 | Citizenship or Place of Organization
France | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
8 | Shared Voting Power 2,806,217 Ordinary Shares | ||||
9 | Sole Dispositive Power 0 | ||||
10 | Shared Dispositive Power 2,806,217 Ordinary Shares | ||||
11 | Aggregate Amount Beneficially Owned
by Each Reporting Person 2,806,217 Ordinary Shares | ||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
13 | Percent of Class Represented by
Amount in Row (11) 4.5% of the Ordinary Shares6 | ||||
14 | Type of Reporting Person (See Instructions) OO | ||||
6 | Percentage of class is calculated based on 62,737,642 Ordinary Shares outstanding as of October 17, 2022, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on October 14, 2022. |
Page 7 of 9 Pages
Amendment No. 2 to Schedule 13D
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by FPCI Bpifrance Innovation I, Bpifrance Investissement S.A.S., Bpifrance Participations S.A., Caisse des dépôts et consignations, EPIC Bpifrance, and Bpifrance S.A. (collectively, the “Reporting Persons”) on April 23, 2021, as amended by that certain Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on June 28, 2022 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Ownership is based on 62,737,642 Ordinary Shares outstanding as of October 17, 2022, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on October 14, 2022.
None of the Reporting Persons participated in the offering described in such Prospectus Supplement.
All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.
Item 7. | Material to Be Filed as Exhibits. |
Exhibit | Description | |
99.1 | Joint Filing Agreement, dated as of April 23, 2021, by and among the Reporting Persons. |
Page 8 of 9 Pages
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.
Dated: October 20, 2022
FPCI Bpifrance Innovation I | ||
By: | /s/ Sophie Paquin | |
Name: | Sophie Paquin | |
Title: | Director of Legal Affairs |
Bpifrance Investissement S.A.S. | ||
By: | /s/ Sophie Paquin | |
Name: | Sophie Paquin | |
Title: | Director of Legal Affairs | |
Bpifrance Participations S.A. | ||
By: | /s/ Sophie Paquin | |
Name: | Sophie Paquin | |
Title: | Director of Legal Affairs | |
Caisse des dépôts et consignations | ||
By: | /s/ Laurence Giraudon | |
Name: | Laurence Giraudon | |
Title: | Chief Operating Officer, Finance and Operations Department, Asset Management Division | |
EPIC Bpifrance | ||
By: | /s/ Sophie Paquin | |
Name: | Sophie Paquin | |
Title: | Director of Legal Affairs | |
Bpifrance S.A. | ||
By: | /s/ Boubakar Dione | |
Name: | Boubakar Dione | |
Title: | Group Director of Legal Affairs |
Page 9 of 9 Pages
APPENDIX A
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
BPIFRANCE PARTICIPATIONS S.A.
The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
BOARD OF DIRECTORS
Name | Present Principal Occupation or Employment | |
NICOLAS DUFOURCQ | Director, Chairman, Chief Executive Officer of Bpifrance Participations, Chairman and Chief Executive Officer of Bpifrance Investissement and Director and Chief Executive Officer of Bpifrance SA | |
CAROLE ABBEY DUVAL | Director, Head of Strategic Holdings management at Caisse des dépôts et consignations | |
REMI FOURNIAL | Director, Head of Mergers and Acquisitions at Caisse des dépôts et consignations | |
FREDERIC SAINT-GEOURS | Director, Director and Vice-Chairman of Société nationale SNCF | |
FRENCH STATE, represented by CHARLES SARRAZIN | Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency) | |
CONSTANCE VALIGNY | Director, General Secretary, Direction Générale du Trésor (French Treasury) | |
CHLOE MAYENOBE | Director, Chief Growth Officer and General Representative at Solarisbank | |
VICTOIRE AUBRY Berrurier | Director, Chief Financial Officer of Icade | |
CAROLINE PAROT | Director, Chief Executive Officer of Europcar Mobility Group | |
ROMAIN BONENFANT | Director, Chief, Service of Industry, General Directorate for Companies of the Ministry of Economy and Finance |
EXECUTIVE OFFICERS
Name | Present Principal Occupation or Employment | |
NICOLAS DUFOURCQ | Chief Executive Officer | |
JOSÉ GONZALO | Executive Director | |
PIERRE BENEDETTI | Chief Financial Officer |
1
APPENDIX B
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
BPIFRANCE INVESTISSEMENT S.A.S.
The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Investissement S.A.S. are set forth below. The business address of each director and executive officer is Bpifrance Investissement S.A.S., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
BOARD OF DIRECTORS
Name | Present Principal Occupation or Employment | |
NICOLAS DUFOURCQ | Chairman and Chief Executive Officer of Bpifrance Investissement, Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Director and Chief Executive Officer of Bpifrance SA | |
CAROLE ABBEY DUVAL | Director, Head of Strategic Holdings management at Caisse des dépôts et consignations | |
REMI FOURNIAL | Director, Head of Mergers and Acquisitions at Caisse des dépôts et consignations | |
FREDERIC SAINT-GEOURS | Director, Director and Vice-Chairman of Société nationale SNCF | |
FRENCH STATE, represented by CHARLES SARRAZIN | Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency) | |
CONSTANCE VALIGNY | Director, General Secretary, Direction Générale du Trésor (French Treasury) | |
CHLOE MAYENOBE | Director, Chief Growth Officer and General Representative at Solarisbank | |
VICTOIRE AUBRY Berrurier | Director, Chief Financial Officer of Icade | |
CAROLINE PAROT | Director, Chief Executive Officer of Europcar Mobility Group | |
ROMAIN BONENFANT | Director, Chief, Service of Industry, General Directorate for Companies of the Ministry of Economy and Finance |
EXECUTIVE OFFICERS
Name | Present Principal Occupation or Employment | |
NICOLAS DUFOURCQ | Chief Executive Officer | |
JOSÉ GONZALO | Executive Director | |
PIERRE BENEDETTI | Chief Financial Officer |
2
APPENDIX C
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
CAISSE DES DÉPÔTS et Consignations
The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des dépôts et consignations are set forth below. The business address of each director and executive officer is Caisse des dépôts et consignations, 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.
MANAGEMENT COMMITTEE
Name | Present Principal Occupation or Employment | |
ERIC LOMBARD | Chief Executive Officer of Caisse des dépôts et consignations | |
OLIVIER SICHEL | Deputy Chief Executive Officer of Caisse des dépôts et consignations | |
NICOLAS DUFOURCQ | Chief Executive Officer of Bpifrance Investissement, Bpifrance Participations and Bpifrance SA | |
VIRGINIE CHAPRON-DU JEU | Head of Finance of Caisse des dépôts et consignations | |
PIERRE CHEVALIER | Head of Legal and Tax Department of Caisse des dépôts et consignations | |
NATHALIE TUBIANA | Head of Risk Management of Caisse des dépôts et consignations | |
OLIVIER MAREUSE | Head of Asset Management - Head of Savings Funds of Caisse des dépôts et consignations | |
CATHERINE MAYENOBE | General Secretary of Caisse des dépôts et consignations | |
SOPHIE QUATREHOMME | Head of Group Corporate Communications of Caisse des dépôts et consignations | |
MICHEL YAHIEL | Head of Pensions and Solidarity of Caisse des dépôts et consignations | |
ANTOINE SAINTOYANT | Head of Strategic Holdings of Caisse des dépôts et consignations |
3
APPENDIX D
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
EPIC BPIFRANCE
The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
DIRECTORS
Name | Present Principal Occupation or Employment | |
CHRISTIAN BODIN | Chairman and Chief Executive Officer of EPIC Bpifrance | |
PIERRE-LOUIS AUTIN | Director, Head of Innovation, Technology Transfer and Regional Action Department (SITTAR) at the General Directorate for Research and Innovation of the Higher Education, Research and Innovation Ministry | |
PIERRE CHABROL | Director, Deputy Head at the Directorate of Companies Financing and Financial Market at the Direction Générale du Trésor (French Treasury) | |
ALBAN HAUTIER | Director, Deputy Head of the Budget Department's 3rd sub-department at the General Directorate for Budget of the Ministry of Economy and Finance | |
VINCENT TEJEDOR | Director, Deputy Head in charge of the development of enterprises, General Directorate for Companies of the Ministry of Economy and Finance | |
MArie-Anne Lavergne | Director, Head of the office in charge of the control of foreign investments in France at the Direction Générale du Trésor (French Treasury) | |
GERALDINE LEVEAU | Director, Deputy General Secretary at Secretary general for public investment |
4
APPENDIX E
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
BPIFRANCE S.A.
The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
DIRECTORS
Name | Present Principal Occupation or Employment | |
ERIC LOMBARD | Director, Chairman, Chief Executive Officer of the Caisse des dépôts et consignations | |
NICOLAS DUFOURCQ | Director, Chief Executive Officer of Bpifrance SA, Director, Chairman and Chief Executive Officer of Bpifrance Participations and Chairman and Chief Executive Officer of Bpifrance Investissement | |
MARIE DELEAGE | Director representing the employees of Bpifrance | |
PHILIPPE BAYEUX | Director representing the employees of Bpifrance | |
VIRGINIE CHAPRON-DU JEU | Director, Head of Financial for the Caisse des dépôts et consignations | |
CLAIRE DUMAS ROUSSEL | Director, Chief Finance Officer of Société Générale |
CATHERINE LAGNEAU ANTOINE | Director, Deputy Head of the Conseil Général de l'Économie (Economic General Council) | |
ANTOINE SAINTOYANT | Director, Head of strategic holdings at Caisse des dépôts et consignations | |
HAROLD HUWART | Director, Vice-president of the Regional Council of Centre-Val-de-Loire, in charge of the economy, Europe and tourism | |
CAROLE ABBEY DUVAL | Director, Head of Strategic Holdings management at Caisse des dépôts et consignations | |
SEBASTIEN RASPILLER | Director, Chief of the service relating to the financing of the economy at the Direction Générale du Trésor (French Treasury) | |
DIANE SIMIU TURQUAND d’AUZAY | Director, deputy of the general commissioner for sustainable development at the Ministry for economic and solidarity transition | |
SOPHIE STABILE | Director, Chief Financial Officer at Lagardère | |
CHARLES SARRAZIN | Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency) | |
Alexis Zajdenweber | Director, Commissioner for State Holdings, Agence des Participations de l’Etat (French State Shareholding Agency) |
5