Sec Form 13G Filing - ForUniqure B.V. filing for UNIQURE N V (QURE) - 2022-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

uniQure N.V.

(Name of Issuer)

Common Stock, par value EUR 0.05 per share

(Title of Class of Securities)

N90064101

(CUSIP Number)

31 DECEMBER 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in 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 (however, see the Notes).

Item 1(a). Name of Issuer:

uniQure N.V.

Item 1(b). Address of Issuer’s Principal Executive Offices:

Paasheuvelweg 25, 1105 BP Amsterdam, The Netherlands

Item 2(a). Name of Person Filing:

This Statement is being filed by ForUniQure B.V. (“ForUniQure”), and Forbion 1 Management B.V. (“Forbion 1”), the director of ForUniQure. ForUniQure and Forbion 1 are sometimes referred to collectively herein as the “Reporting Persons”.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business and principal office of each of the Reporting Persons is c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.

Item 2(c). Citizenship:

ForUniQure B.V. – The Netherlands

Forbion 1 Management B.V. – The Netherlands

Item 2(d). Title of Class of Securities:

Common Stock, par value €0.05 per share

Item 2(e). CUSIP Number:

N90064101

Item 3.

Item 4. Ownership.

ForUniQure is the beneficial owner of 546,166 shares of Common Stock (the “Shares”). ForUniQure acquired the Shares as part of an internal restructuring by Forbion Capital Partners. Forbion 1, the director of ForUniQure, has voting and investment power over the shares held by ForUniQure, which are exercised through Forbion’s investment committee, consisting of H. A. Slootweg, M. A. van Osch, G. J. Mulder and S. J. H. van Deventer. None of the members of the investment committee have individual voting and investment power with respect to such shares, and the members disclaim beneficial ownership of such shares except to the extent of their proportionate pecuniary interests therein.

The foregoing percentage is calculated 46,214,244 Ordinary Shares outstanding as set forth in UniQure N.V.’s (the “Issuer”) quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on October 25, 2021.

Item 5. Ownership of 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 five percent of the class of securities, check the following. ☒.

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.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable .

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.