Sec Form 13G Filing - VAN HERK INVESTMENTS B.V. filing for GALAPAGOS NV (GLPG) - 2021-01-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 36315X101

13G

1

Name of Reporting Person
Van Herk Investments B.V.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
4,893,235

6

Shared Voting Power
0

7

Sole Dispositive Power
4,893,235

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,893,235

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9):
7.5%

12

Type of Reporting Person (See Instructions)
CO

CUSIP No. 36315X101

13G

1

Name of Reporting Person
Van Herk Investments THI B.V.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
4,893,235

7

Sole Dispositive Power
0

8

Shared Dispositive Power
4,893,235

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,893,235

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9):
7.5%

12

Type of Reporting Person (See Instructions)
CO

CUSIP No. 36315X101

13G

1

Name of Reporting Person
Van Herk Private Equity Investments B.V.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
4,893,235

7

Sole Dispositive Power
0

8

Shared Dispositive Power
4,893,235

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,893,235

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9):
7.5%

12

Type of Reporting Person (See Instructions)
CO

CUSIP No. 36315X101

13G

1

Name of Reporting Person
Stichting Administratiekantoor Penulata

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
4,893,235

7

Sole Dispositive Power
0

8

Shared Dispositive Power
4,893,235

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,893,235

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9):
7.5%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 36315X101

13G

1

Name of Reporting Person
Van Herk Management Services B.V.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
4,893,235

7

Sole Dispositive Power
0

8

Shared Dispositive Power
4,893,235

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,893,235

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9):
7.5%

12

Type of Reporting Person (See Instructions)
CO

CUSIP No. 36315X101

13G

1

Name of Reporting Person
Onroerend Goed Beheer- en Beleggingsmaatschappij A. van Herk B.V.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
4,893,235

7

Sole Dispositive Power
0

8

Shared Dispositive Power
4,893,235

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,893,235

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9):
7.5%

12

Type of Reporting Person (See Instructions)
CO

CUSIP No. 36315X101

13G

1

Name of Reporting Person
A. van Herk Holding B.V.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
4,893,235

7

Sole Dispositive Power
0

8

Shared Dispositive Power
4,893,235

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,893,235

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9):
7.5%

12

Type of Reporting Person (See Instructions)
CO

CUSIP No. 36315X101

13G

1

Name of Reporting Person
Stichting Administratiekantoor Abchrys

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
4,893,235

7

Sole Dispositive Power
0

8

Shared Dispositive Power
4,893,235

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,893,235

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9):
7.5%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 36315X101

13G

1

Name of Reporting Person
Adrianus van Herk

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
4,893,235

7

Sole Dispositive Power
0

8

Shared Dispositive Power
4,893,235

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,893,235

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9):
7.5%

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 36315X101

13G

Item 1.

(a)

Name of Issuer:
Galapagos NV, a Belgian corporation

(b)

Address of Issuer’s Principal Executive Offices:
Generaal De Wittelaan L11 A3

2800 Mechelen

Belgium

Item 2.

(a)

Names of Persons Filing:

This statement is being filed by (i) Van Herk Investments B.V., a private company with limited liability incorporated under the laws of the Netherlands (“VHI”), with respect to Common Stock (as defined below) beneficially owned by it, (ii) Van Herk Investments THI B.V., a private company with limited liability incorporated under the laws of the Netherlands (“VHIT”), with respect to Common Stock beneficially owned by VHI, (iii) Van Herk Private Equity Investments B.V., a private company with limited liability incorporated under the laws of the Netherlands (“VHPI”), with respect to Common Stock beneficially owned by VHI and VHIT, (iv) Stichting Administratiekantoor Penulata, a foundation organized under the laws of the Netherlands (“Penulata”), with respect to Common Stock beneficially owned by VHI, VHIT and VHPI, (v) Van Herk Management Services B.V., a private company with limited liability incorporated under the laws of the Netherlands (“VHMS”), with respect to Common Stock beneficially owned by VHI, VHIT and VHPI, (vi) Onroerend Goed Beheer- en Beleggingsmaatschappij A. van Herk B.V., a private company with limited liability incorporated under the laws of the Netherlands (“OGBBA”), with respect to Common Stock beneficially owned by VHI, VHIT, VHPI and VHMS, (vii) A. van Herk Holding B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Holdings”), with respect to Common Stock beneficially owned by VHI, VHIT, VHPI, VHMS and OGBBA, (viii) Stichting Administratiekantoor Abchrys, a foundation organized under the laws of the Netherlands (“Abchrys”), with respect to Common Stock beneficially owned by VHI, VHIT, VHPI, VHMS, OGBBA and Holdings, and (ix) Adrianus van Herk (“Mr. van Herk”) with respect to Common Stock beneficially owned by VHI, VHIT, VHPI, VHMS, OGBBA, Holdings, Penulata and Abchrys.

Mr. van Herk is (i) an investor, (ii) the holder of all of the depositary receipts issued by Penulata and Abchrys, (iii) the sole board member of Penulata and Abchrys, and (iv) the sole managing director of VHMS, OGBBA and Holdings.  Penulata holds substantially all of the issued and outstanding shares of VHPI.  VHPI is the sole shareholder of VHIT. VHIT is the sole shareholder of VHI. VHI is principally engaged in making investments.  Abchrys holds substantially all of the issued and outstanding shares of Holdings.  Holdings is the sole shareholder of OGBBA. OGBBA is the sole shareholder of VHMS and is principally engaged in making investments.  VHMS is the sole managing director of VHI, VHIT and VHPI.

Each of Mr. van Herk, VHIT, VHPI, Penulata, VHMS, OGBBA, Holdings and Abchrys disclaims beneficial ownership of the securities covered by this statement.

(b)

Address of Principal Business Office or, if none, Residence:

The principal business address of each of Mr. van Herk, VHI, VHIT, VHPI, Penulata, VHMS, OGBBA, Holdings and Abchrys is:

Lichtenauerlaan 30

3062 ME Rotterdam

The Netherlands

(c)

Citizenship:
Each of VHI, VHIT, VHPI, VHMS, OGBBA and Holdings is a private company with limited liability incorporated under the laws of the Netherlands.  Penulata and Abchrys are Netherlands foundations.  Mr. van Herk is a citizen of the Netherlands.

CUSIP No. 36315X101

13G

(d)

Title of Class of Securities:
Ordinary Shares, no par value (“Ordinary Shares”), and American Depositary Shares (“ADSs” and, together with the Ordinary Shares, the “Common Stock”), each of which represents one Ordinary Share.

(e)

CUSIP Number:
BE0003818359 (Ordinary Shares)

36315X101 (ADSs)

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

o

Broker or dealer registered under section 15 of the Act;

o

Bank as defined in section 3(a)(6) of the Act;

o

Insurance company as defined in section 3(a)(19) of the Act;

o

Investment company registered under section 8 of the Investment Company Act of 1940;

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

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;

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

o

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

(a)

Amount beneficially owned:   

4,893,235 shares of Common Stock

(b)

Percent of class:   

7.5%  (The percentages used in this statement are calculated (i) based upon the 65,411,767 shares of Common Stock issued and outstanding as reported by Galapagos NV in its press release captioned “Gilead holds 25.54% of Galapagos Shares” dated January 11, 2021 and made available on its website at www.glpg.com and (ii) assuming the exercise by the Reporting Persons of certain options to purchase Common Stock.)

(c)

Number of shares as to which such person has:

VHI

i.

Sole power to vote or direct the vote:   

4,893,235

ii.

Shared power to vote or direct the vote:    

0

iii.

Sole power to dispose or direct the disposition of:   

4,893,235

CUSIP No. 36315X101

13G

iv.

Shared power to dispose or direct the disposition of:   

0

VHI has the sole power to vote or direct the vote, and to dispose or to direct the disposition of, the Common Stock beneficially owned by it.

VHIT

i.

Sole power to vote or direct the vote:   

0

ii.

Shared power to vote or direct the vote:    

4,893,235

iii.

Sole power to dispose or direct the disposition of:   

0

iv.

Shared power to dispose or direct the disposition of:   

4,893,235

VHIT shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in VHI.

VHPI

i.

Sole power to vote or direct the vote:   

0

ii.

Shared power to vote or direct the vote:    

4,893,235

iii.

Sole power to dispose or direct the disposition of:   

0

iv.

Shared power to dispose or direct the disposition of:   

4,893,235

VHPI shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in VHIT.

Penulata

i.

Sole power to vote or direct the vote:   

0

ii.

Shared power to vote or direct the vote:    

4,893,235

iii.

Sole power to dispose or direct the disposition of:   

0

iv.

Shared power to dispose or direct the disposition of:   

4,893,235

Penulata shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in VHPI.

VHMS

i.

Sole power to vote or direct the vote:   

0

ii.

Shared power to vote or direct the vote:    

4,893,235

iii.

Sole power to dispose or direct the disposition of:   

0

iv.

Shared power to dispose or direct the disposition of:   

4,893,235

VHMS shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of it being the sole managing director of VHI, VHIT and VHPI.

OGBBA

i.

Sole power to vote or direct the vote:   

0

ii.

Shared power to vote or direct the vote:    

4,893,235

iii.

Sole power to dispose or direct the disposition of:   

0

iv.

Shared power to dispose or direct the disposition of:   

4,893,235

OGBBA shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in VHMS.

Holdings

i.

Sole power to vote or direct the vote:   

0

CUSIP No. 36315X101

13G

ii.

Shared power to vote or direct the vote:    

4,893,235

iii.

Sole power to dispose or direct the disposition of:   

0

iv.

Shared power to dispose or direct the disposition of:   

4,893,235

Holdings shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in OGBBA.

Abchrys

i.

Sole power to vote or direct the vote:   

0

ii.

Shared power to vote or direct the vote:    

4,893,235

iii.

Sole power to dispose or direct the disposition of:   

0

iv.

Shared power to dispose or direct the disposition of:   

4,893,235

Abchrys shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of its direct equity interest in Holdings.

Mr. van Herk

i.

Sole power to vote or direct the vote:   

0

ii.

Shared power to vote or direct the vote:    

4,893,235

iii.

Sole power to dispose or direct the disposition of:   

0

iv.

Shared power to dispose or direct the disposition of:   

4,893,235

Mr. van Herk shares the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by VHI by virtue of his holding of all of the depositary receipts issued by Penulata and Abchrys, his being the sole board member of Penulata and Abchrys, and his being the sole managing director of VHMS, OGBBA and Holdings.

Item 5.

Ownership Five 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.

Item 6.

Ownership of More than Five 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

Not Applicable.

CUSIP No. 36315X101

13G

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

By signing below we certify that, to the best of our 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, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 36315X101

13G

VAN HERK INVESTMENTS B.V.

By:

/s/Erik G.A. Esveld

Name: Erik G.A. Esveld

Title: Attorney-In-Fact*

VAN HERK INVESTMENTS THI B.V.

By:

/s/Erik G.A. Esveld

Name: Erik G.A. Esveld

Title: Attorney-In-Fact*

VAN HERK PRIVATE EQUITY INVESTMENTS B.V.

By:

/s/Erik G.A. Esveld

Name: Erik G.A. Esveld

Title: Attorney-In-Fact*

STICHTING ADMINISTRATIEKANTOOR PENULATA

By:

/s/Erik G.A. Esveld

Name: Erik G.A. Esveld

Title: Attorney-In-Fact*

VAN HERK MANAGEMENT SERVICES B.V.

By:

/s/Erik G.A. Esveld

Name: Erik G.A. Esveld

Title: Attorney-In-Fact*

ONROEREND GOED BEHEER- EN

BELEGGINGSMAATSCHAPPIJ A. VAN HERK B.V.

By:

/s/Erik G.A. Esveld

Name: Erik G.A. Esveld

Title: Attorney-In-Fact*

A. VAN HERK HOLDING B.V.

By:

/s/Erik G.A. Esveld

Name: Erik G.A. Esveld

Title: Attorney-In-Fact*

CUSIP No. 36315X101

13G

STICHTING ADMINISTRATIEKANTOOR ABCHRYS

By:

/s/Erik G.A. Esveld

Name: Erik G.A. Esveld

Title: Attorney-In-Fact*

ADRIANUS VAN HERK

By:

/s/Erik G.A. Esveld

Name: Erik G.A. Esveld

Title: Attorney-In-Fact*

CUSIP No. 36315X101

13G

Exhibit
Number

Title

99.1

Joint Filing Agreement, dated January 29, 2021, by and among the Reporting Persons, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

99.2

Power of Attorney, dated as of September 16, 2019, by and among the Reporting Persons, incorporated by reference herein by reference to Exhibit 99.2 to Amendment No. 3 to Schedule 13G filed by the Reporting Persons on September 17, 2019 with respect to Zealand Pharma A/S (File No. 001-38178).