(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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.
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).
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CUSIP No. 38386P108
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Page 2 of 16
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dietmar Hopp
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF
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5
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
6,300,561
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
0
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WITH
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8
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SHARED DISPOSITIVE POWER
6,300,561
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,300,561
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2%
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12
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 38386P108
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Page 3 of 16
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Golf Club St. Leon-Rot Betriebsgesellschaft mbH & Co. KG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF
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5
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
3,440,561
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
0
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WITH
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8
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SHARED DISPOSITIVE POWER
3,440,561
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,440,561
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
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12
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 38386P108
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Page 4 of 16
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Verwaltungsgesellschaft des Golf Club St. Leon-Rot mbH
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF
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5
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
3,440,561
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
0
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WITH
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8
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SHARED DISPOSITIVE POWER
3,440,561
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,440,561
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
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12
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 38386P108
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Page 5 of 16
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Oliver Hopp
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF
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5
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
2,860,000
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
0
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WITH
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8
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SHARED DISPOSITIVE POWER
2,860,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,860,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
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12
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 38386P108
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Page 6 of 16
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DH-Capital GmbH & Co. KG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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X
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF
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5
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
2,860,000
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
0
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WITH
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8
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SHARED DISPOSITIVE POWER
2,860,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,860,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
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12
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 38386P108
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Page 7 of 16
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
OH Beteiligungen GmbH & Co. KG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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X
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF
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5
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
2,860,000
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
0
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WITH
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8
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SHARED DISPOSITIVE POWER
2,860,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,860,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
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12
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 38386P108
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Page 8 of 16
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Berthold Wipfler
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF
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5
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
2,860,000
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EACH
REPORTING
PERSON
|
7
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SOLE DISPOSITIVE POWER
0
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WITH
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8
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SHARED DISPOSITIVE POWER
2,860,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,860,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
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12
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 38386P108
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Page 9 of 16
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BW Verwaltungs GmbH
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF
|
5
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
2,860,000
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EACH
REPORTING
PERSON
|
7
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SOLE DISPOSITIVE POWER
0
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WITH
|
8
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SHARED DISPOSITIVE POWER
2,860,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,860,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.82%
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12
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 38386P108
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Page 10 of 16
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Item 1.
(a)
Name of Issuer:
GPC Biotech AG (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices
Fraunhoferstrasse 20
D-82152 Martinsried
Munich, Germany
Item 2.
(a)
Name of Person Filing
Dietmar Hopp (“Dietmar”)
Golf Club St. Leon-Rot Betriebsgesellschaft mbH & Co. KG (“GCB”)
Verwaltungsgesellschaft des Golf Club St. Leon-Rot mbH (“GCV”)
Oliver Hopp (“Oliver”)
DH-Capital GmbH & Co. KG (“DHC”)
OH Beteiligungen GmbH & Co. KG (“OHB”)
Berthold Wipfler (“Wipfler”)
BW Verwaltungs GmbH (“BWV”)
(collectively hereinafter referred to as the “Reporting Persons”)
(b)
Address of Principal Business Office or, if none, Residence
Dietmar has a principal business address of Johann-Jakob-Astor- Str. 57, 69190 Walldorf, Germany.
Each of Oliver, DHC, OHB and BWV have a principal business address of Bergheimer Str. 89/1, 69115 Heidelberg, Germany.
Each of GCB and GCV have a principal business address of Opelstraße 30, 68789 St. Leon-Rot, Germany.
Wipfler has a business address of Max-Planck-Str. 8, 69190 Walldorf, Germany.
(c)
Citizenship
Each of GCB, GCV, DHC, OHB and BWV are entities organized in the Federal Republic of Germany. Each of Dietmar, Oliver and Wipfler are citizens of the Federal Republic of Germany.
(d)
Title of Class of Securities
Ordinary Bearer Shares, no par value (the “Shares”)
(e)
CUSIP Number
38386P108
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CUSIP No. 38386P108
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Page 11 of 16
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Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
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Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Not Applicable.
Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
As of the date of this filing:
Dietmar beneficially owns 6,300,561 Shares: (i) 3,440,561 Shares registered in the name of GCB; (ii) 1,430,000 Shares registered in the name of DHC; and (iii) 1,430,000 Shares registered in the name of OHB.
GCB and GCV beneficially own 3,440,561 Shares registered in the name of GCB.
Oliver, DHC, OHB, Wipfler and BWV beneficially own 2,860,000 Shares: (i) 1,430,000 Shares registered in the name of DHC; and (ii) 1,430,000 Shares registered in the name of OHB.
Each of Dietmar, GCB, GCV, Oliver, DHC, OHB, Wipfler and BWV disclaim beneficial ownership of any Shares not directly owned by them except to the extent of their pecuniary interest therein.
(b)
Percent of class:
Based on 36,554,468 Shares issued and outstanding (as reported in the Issuer’s Form 6-K as filed with the Securities & Exchange Commission on August 8, 2007):
Dietmar beneficially owns 17.2% of the issued and outstanding Shares.
Each of GCB and GCV beneficially own 9.6% of the issued and outstanding Shares.
Each of Oliver, DHC, OHB, Wipfler and BWV own 7.8% of the issued and outstanding Shares.
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CUSIP No. 38386P108
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Page 12 of 16
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(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
None.
(ii)
Shared power to vote or to direct the vote
Dietmar shares the power to vote or direct the vote with respect to 6,300,561 Shares.
GCB and GCV share the power to vote or direct the vote with respect to 3,440,561 Shares.
Oliver, DHC, OHB, Wipfler and BWV share the power to vote or direct the vote with respect to 2,860,000 Shares.
(iii)
Sole power to dispose or to direct the disposition of
None.
(iv)
Shared power to dispose or to direct the disposition of
Dietmar shares the power to dispose or to direct the disposition with respect to 6,300,561 Shares.
GCB and GCV share the power to dispose or to direct the disposition with respect to 3,440,561 Shares.
Oliver, DHC, OHB, Wipfler and BWV share the power to dispose or to direct the disposition with respect to 2,860,000 Shares.
Instruction
. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 [ ].
Instruction
: Dissolution of a group requires a response to this item.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
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CUSIP No. 38386P108
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Page 13 of 16
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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.
See Exhibit No. 1
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.
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CUSIP No. 38386P108
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Page 14 of 16
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: September 27, 2007
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By:
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/s/ Dietmar Hopp
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Dietmar Hopp
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Golf Club St. Leon-Rot Betriebsgesellschaft mbH & Co. KG
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By: Verwaltungsgesellschaft des Golf Club
St. Leon-Rot mbH, Managing Member
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By:
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/s/ Dietmar Hopp
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Dietmar Hopp
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Verwaltungsgesellschaft des Golf Club
St. Leon-Rot mbH
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By:
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/s/Dietmar Hopp
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Dietmar Hopp
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By:
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/s/Oliver Hopp
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Oliver Hopp
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DH-Capital GmbH & Co KG
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By: BW Verwaltungs GmbH, its Managing Partner
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By:
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/s/Michael Kranich
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Michael Kranich, Managing Director
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OH Beteiligungen GmbH & Co. KG
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By: BW Verwaltungs GmbH, its Managing Partner
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By:
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/s/Michael Kranich
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Michael Kranich, Managing Director
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By:
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/s/Berthold Wipfler
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Berthold Wipfler
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BW Verwaltungs GmbH
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By:
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/s/Michael Kranich
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Michael Kranich, Managing Director
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JOINT FILING AGREEMENT
The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13G and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of GPC Biotech AG and hereby affirms that this Schedule 13G is being filed on behalf of each of the undersigned.
Date: September 27, 2007
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By:
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/s/ Dietmar Hopp
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Dietmar Hopp
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Golf Club St. Leon-Rot Betriebsgesellschaft mbH & Co. KG
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By: Verwaltungsgesellschaft des Golf Club
St. Leon-Rot mbH, Managing Member
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By:
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/s/ Dietmar Hopp
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Dietmar Hopp
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Verwaltungsgesellschaft des Golf Club
St. Leon-Rot mbH
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By:
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/s/ Dietmar Hopp
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Dietmar Hopp
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By:
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/s/ Oliver Hopp
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Oliver Hopp
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DH-Capital GmbH & Co KG
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By: BW Verwaltungs GmbH, its Managing Partner
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By:
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/s/ Michael Kranich
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Michael Kranich, Managing Director
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OH Beteiligungen GmbH & Co. KG
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By: BW Verwaltungs GmbH, its Managing Partner
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By:
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/s/ Michael Kranich
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Michael Kranich, Managing Director
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By:
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/s/ Berthold Wipfler
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Berthold Wipfler
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BW Verwaltungs GmbH
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By:
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/s/ Michael Kranich
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Michael Kranich, Managing Director
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Exhibit No. 1
Members of Group
DH-Capital GmbH & Co. KG and OH Beteiligungen GmbH & Co. KG are members of a group and have agreed to act in concert with respect to the Shares registered in their respective names.