Sec Form 13G Filing - Medicxi Growth I LP filing for MERUS N V COM (MRUS) - 2021-02-11

*   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.

NAMES OF REPORTING PERSONS

Medicxi Growth I LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☑

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,562,872

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,562,872

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,562,872

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.2% (1)

TYPE OF REPORTING PERSON

PN

The percentage of class was calculated based on 37,158,272 shares of the Issuer’s common shares, nominal value €0.09 per share (“Common Stock”), as set forth in the Issuer’s prospectus supplement, dated January 21, 2021, and filed with the Securities and Exchange Commission (the “Commission”) on January 22, 2021 (the “Prospectus Supplement”).

NAMES OF REPORTING PERSONS

Medicxi Growth Co-Invest I LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☑

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

37,128

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

37,128

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

37,128

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

<0.1% (1)

TYPE OF REPORTING PERSON

PN

NAMES OF REPORTING PERSONS

Medicxi Growth I GP Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☑

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,600,000

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,600,000

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,600,000

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.3% (1)

TYPE OF REPORTING PERSON

OO

NAMES OF REPORTING PERSONS

Medicxi Ventures Management (Jersey) Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☑

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,600,000

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,600,000

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,600,000

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.3% (1)

TYPE OF REPORTING PERSON

OO

Issuer

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Filing Person

Name of Persons Filing; Address; Citizenship:

Medicxi Growth I LP (“Growth I”);

Medicxi Growth Co-Invest I LP (“Growth Co-Invest I”);

Medicxi Growth I GP Limited (“Growth I GP”), which is the sole general partner of Growth I and Growth Co-Invest I;

Medicxi Ventures Management (Jersey) Limited (“Manager”), which is appointed by Growth I GP as the manager of Growth I and Growth Co-Invest I.

Title of Class of Securities:

CUSIP Number:

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

Broker or dealer registered under Section 15 of the Act;

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

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

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

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

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

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

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

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;

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

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:

Ownership.

Growth I directly owns 1,562,872 shares of Common Stock (the “Growth I Shares”), which represents approximately 4.2% of the outstanding shares of Common Stock.

Growth Co-Invest I directly owns 37,128 shares of Common Stock (the “Growth Co-Invest I Shares”), which represents approximately <0.1% of the outstanding shares of Common Stock.

Growth I GP is the general partner of Growth I and Growth Co-Invest I and may be deemed to beneficially own the Growth I Shares and the Growth Co-Invest I Shares (the “Shares”), which in the aggregate is 1,600,000 shares of Common Stock and represents approximately 4.3% of the outstanding shares of Common Stock.

Manager has been appointed by Growth I GP as manager of Growth I and Growth Co-Invest I and may be deemed to beneficially own the Shares.

Reporting Person

Growth I

Growth Co-Invest I

Growth I GP

Manager

Sole power to vote or direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.