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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. 1)*
CUREVAC N.V.
(Name of Issuer)
Common Shares, par value €0.12 per share
(Title of Class of Securities)
N2451R105
(CUSIP Number)
Brian S. North, Esquire
Buchanan Ingersoll & Rooney PC
50 South 16th Street, Suite 3200
Philadelphia, PA 19102
(215) 665-8700
Dr. Marc Hauser
RITTERSHAUS
Harrlachweg 4 · 68163 Mannheim
Germany
+49 621 4256-275
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d–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 (however, see the Notes).
| CUSIP No. N2451R105 |
| 1. | Names of Reporting Persons. Bohlini invest GmbH | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ☒(1) | |
| (b) | ☐ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐ | |
| 6. | Citizenship or Place of Organization Germany | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 499,944 (2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 499,944 (2) | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 499,944 (2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. | Percent of Class Represented by Amount in Row (11) 0.3%(3) |
| 14. | Type of Reporting Person (See Instructions) OO |
| (1) | This Schedule 13D is filed by Bohlini invest GmbH (“Bohlini invest”) and Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen” and collectively with Bohlini invest, the “Reporting Persons”). Bohlini invest is a party by way of accession to the Shareholders’ Agreement and the Pooling Agreement described in Item 6 of this Schedule 13D, both of which govern the voting and the disposition of the common shares of the Issuer held by Bohlini invest. |
| (2) | Represents shares held of record by Bohlini invest. |
| (3) | This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022 |
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| CUSIP No. N2451R105 |
| 1. | Names of Reporting Persons. Prof. Dr. Friedrich von Bohlen und Halbach | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ☒(1) | |
| (b) | ☐ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds FP, OO | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐ | |
| 6. | Citizenship or Place of Organization Germany | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 499,944 (2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 499,944(2) | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 499,944(2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. | Percent of Class Represented by Amount in Row (11) 0.3%(3) |
| 14. | Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13D is filed by Bohlini invest GmbH (“Bohlini invest”) and Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen” and collectively with Bohlini invest, the “Reporting Persons”). Dr. von Bohlen is the sole equity owner of, and controls, Bohlini invest. Bohlini invest is a party by way of accession to the Shareholders’ Agreement and the Pooling Agreement described in Item 6 of this Schedule 13D, both of which govern the voting and the disposition of the common shares of the Issuer held by Bohlini invest. |
| (2) | Represents 499,944 shares held of record by Bohlini invest. |
| (3) | This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022. |
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This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on May 5, 2022 by the Reporting Persons (the “Statement”) with respect to common shares, par value €0.12 per share (the “Shares”) of CureVac N.V., a Dutch public company (the “Issuer”).
Items 2, 3 and 5 of the Statement are amended as set forth below to reflect Dr. von Bohlen’s departure as a managing director of the sole general partner of dievini Hopp BioTech holding GmbH & Co. KG (“dievini”) on June 13, 2022.
Item 2. Identity and Background
(a) This Statement is being filed by Bohlini invest GmbH (“Bohlini invest”) and Prof. Dr. Friedrich von Bohlen (“Dr. von Bohlen”).
(b) - (c) Bohlini invest is a German private limited partnership formed to manage investments with a principal office at Neuenheimer Landstr. 4, 69120 Heidelberg, Germany.
Dr. von Bohlen is a German citizen that manages investments with a business address at Bürgermeister-Willinger-Straße 3, 69190 Walldorf, Germany.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
237,649 Shares held of record by Bohlini invest were acquired by Dr. von Bohlen from the Issuer in a private transaction prior to the initial public offering of the Issuer (the “IPO”) and transferred in a private placement to Bohlini invest. The further 262,295 Shares held of record by Bohlini invest (as described further in Item 5), a former limited partner of dievini, were transferred to it by dievini in a private transaction to implement a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation. No consideration was paid by Bohlini invest for the Shares.
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Item 5. Interest in Securities of the Issuer
(a) and (b) The information required by Items 5(a) and (b) is set forth in Rows 7 - 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Dr. von Bohlen shares voting and dispositive power over the Shares held by Bohlini invest, and may be deemed to beneficially own such Shares held by Bohlini invest.
(c) Bohlini invest, a former limited partner of dievini, received 2,983,477 Shares from dievini in a private transaction on March 13, 2022 to implement a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation. No consideration was paid by Bohlini for the Shares.
On May 4, 2022, Bohlini invest transferred 836,904 Shares to DH-LT-Investments in repayment of a loan made by DH-LT Investments and for cash held for investment, at a value of €16.07 per share.
On May 4, 2022, Bohlini invest transferred 1,884,278 Shares to Zweite DH Verwaltungs GmbH, a company wholly owned by Dietmar Hopp, in repayment of a loan made by that company and for cash held for investment, at a value of €16.07 per share.
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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.
Date: June 24, 2022
| BOHLINI INVEST GMBH |
| By: | /s/ Dr. Marc Hauser | |
| Name: | Dr. Marc Hauser | |
| Title: | Attorney-in-fact |
|
/s/ Dr. Marc Hauser as attorney-in-fact | |
| FRIEDRICH VON BOHLEN UND HALBACH |
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