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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Galapagos NV (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
36315X101 (CUSIP Number) |
Oleg Nodelman EcoR1 Capital, LLC, 357 Tehama Street #3 San Francisco, CA, 94103 (415) 448-6534 Richard M. Brand Kiran S. Kadekar White & Case LLP, 1221 Avenue of the Americas New York, NY, 10020-1095 (212) 819-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 36315X101 |
| 1 |
Name of reporting person
EcoR1 Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,803,202.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.84 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
The amounts reported include (1) ordinary shares, no par value, of Galapagos NV (the "Issuer") and (2) American Depositary Shares, each of which represents one ordinary share, no par value, of the Issuer. Based on 65,897,071 ordinary shares outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on March 27, 2025 (the "Form 20-F").
SCHEDULE 13D
|
| CUSIP No. | 36315X101 |
| 1 |
Name of reporting person
Oleg Nodelman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,803,202.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.84 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts reported include (1) ordinary shares, no par value, of the Issuer and (2) American Depositary Shares, each of which represents one ordinary share, no par value, of the Issuer. Based on 65,897,071 ordinary shares outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F.
SCHEDULE 13D
|
| CUSIP No. | 36315X101 |
| 1 |
Name of reporting person
EcoR1 Capital Fund Qualified, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,339,498.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts reported include (1) ordinary shares, no par value, of the Issuer and (2) American Depositary Shares, each of which represents one ordinary share, no par value, of the Issuer. Based on 65,897,071 ordinary shares outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F.
SCHEDULE 13D
|
| CUSIP No. | 36315X101 |
| 1 |
Name of reporting person
EcoR1 Capital Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
463,704.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.70 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts reported include (1) ordinary shares, no par value, of the Issuer and (2) American Depositary Shares, each of which represents one ordinary share, no par value, of the Issuer. Based on 65,897,071 ordinary shares outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value | |
| (b) | Name of Issuer:
Galapagos NV | |
| (c) | Address of Issuer's Principal Executive Offices:
Generaal De Wittelaan, 2800 Mechelen,
BELGIUM
, L11 A3. | |
Item 1 Comment:
EXPLANATORY NOTE: This Amendment No. 2 to Schedule 13D (this "Schedule 13D/A") amends and supplements, to the extent set forth herein, the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on August 23, 2024, as amended by Amendment No. 1 thereto filed on October 8, 2024 (the "Schedule 13D"), filed by the Reporting Persons with respect to the ordinary shares, no par value (the "Ordinary Shares"), and American Depositary Shares, each of which represents one ordinary share, no par value (the "ADSs" and together with the Ordinary Shares, the "Shares"), of Galapagos NV (the "Issuer"). Except as expressly amended by this Schedule 13D/A, the Schedule 13D remains in effect. Capitalized terms not otherwise defined in this Schedule 13D/A shall have the meaning ascribed to them in the Schedule 13D. Item 1 of the Schedule 13D is hereby amended and restated in its entirety with the above Item 1(a)-(c) and the following supplemental material: This statement on Schedule 13D ("Schedule 13D") relates to ordinary shares, no par value (the "Ordinary Shares"), and American Depositary Shares, each of which represents one ordinary share, no par value (the "ADSs" and together with the Ordinary Shares, the "Shares"), of Galapagos NV (the "Issuer"). The principal executive offices of the Issuer are located at Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium. Each Reporting Person (defined in Item 2 below) is filing this statement jointly with each of the other Reporting Persons and may be deemed to be included in a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with each of the other Reporting Persons. Each Reporting Person expressly disclaims membership in a group with any other person other than the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Subject Shares (defined in Item 5 below) except to the extent of such Reporting Person's pecuniary interest therein. | ||
| Item 2. | Identity and Background | |
| (a) | No amendment to this Item is being made. | |
| (b) | No amendment to this Item is being made. | |
| (c) | No amendment to this Item is being made. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| (f) | No amendment to this Item is being made. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of
the Schedule 13D is hereby amended and restated in its entirety as follows: All of the Shares reported herein were purchased by the Funds for an aggregate purchase price of $371,881,584.76 including fees and expenses, excluding fees with respect to the conversion of ADSs to Ordinary Shares. In connection with the surrender of certain ADSs held by the Funds and withdrawal of ordinary shares of the Issuer from Citibank, N.A., as depositary (the "Depositary" and such exchange, the "ADS Conversion"), the Funds paid $293,693.40 in fees to the Depositary. The source of funds used by the Funds to purchase such Shares and to effect the ADS Conversion was derived from the capital of the Funds. The response to Item 5 of the Schedule 13D is incorporated herein by reference. Unless noted above, no part of the purchase price for such Shares was borrowed by any Reporting Person for the purpose of acquiring, holding, trading or voting any securities discussed in this Item 3. | ||
| Item 4. | Purpose of Transaction | |
No amendment to this Item is being made. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: EcoR1 and Mr. Nodelman each may be deemed to beneficially own an aggregate of 7,803,202 Shares (the "Subject Shares"), representing approximately 11.84% of the outstanding Shares based on 65,897,071 Shares outstanding as of December 31, 2024 (the "Outstanding Shares"), as reported in the Issuer's Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on March 27, 2025 (the "Form 20-F"). Qualified Fund may be deemed to beneficially own an aggregate of 7,339,498 of the Subject Shares, representing approximately 11.14% of the Outstanding Shares. Capital Fund may be deemed to beneficially own an aggregate of 463,704 of the Subject Shares, representing approximately 0.70% of the Outstanding Shares. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: EcoR1, as the general partner of each of the Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Shares. Mr. Nodelman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Shares. Each of the Funds may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) only the Subject Shares that it beneficially owns. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 99.2 filed herewith, which is incorporated by reference into this Item 5(c), describes the transactions in the Shares that were effected by the Reporting Persons during the past sixty (60) days. Except as set forth in Exhibit 99.2 filed herewith, no transactions in the Shares were effected by the Reporting Persons during the past sixty (60) days. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No amendment to this Item is being made. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 99.1 Joint Filing Agreement, dated August 23, 2024, among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the SEC jointly by the Reporting Persons on August 23, 2024). Exhibit 99.2 Trading Data (filed herewith). | ||
| 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.
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