Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 05:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IMMATICS N.V.
(Name of Issuer)
Ordinary shares, nominal value €0.01 per share
(Title of Class of Securities)
N44445109
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
*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 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).
Continued on following pages
Page 1 of 7 Pages
|
CUSIP NO. N44445109 |
Page 2 of 7 |
|
CUSIP No. N44445109 |
|
(1) Names of reporting
persons |
Nantahala Capital Management,
LLC |
|
(2) Check the appropriate box if a
member of a group |
(a) ¨ |
|
(see instructions) |
(b) ¨ |
|
(3) SEC use only |
|
|
(4) Citizenship or place of
organization |
MA |
|
Number of shares beneficially owned
by each reporting person with: |
|
|
(5) Sole voting power |
0 |
|
(6) Shared voting power |
3,734,628 |
|
(7) Sole dispositive
power |
0 |
|
(8) Shared dispositive
power |
3,734,628 |
|
(9) Aggregate amount beneficially
owned by each reporting person |
3,734,628 |
|
(10) Check if the aggregate amount in
Row (9) excludes certain shares (see instructions) |
¨ |
|
(11) Percent of class represented by
amount in Row (9) |
4.9% |
|
(12) Type of reporting person (see
instructions) |
IA |
| CUSIP
NO. N44445109 |
Page
3 of 7 |
|
CUSIP No. N44445109 |
|
(1) Names of reporting
persons |
Wilmot B. Harkey |
|
(2) Check the appropriate box if a
member of a group |
(a) ¨ |
|
(see instructions) |
(b) ¨ |
|
(3) SEC use only |
|
|
(4) Citizenship or place of
organization |
USA |
|
Number of shares beneficially owned
by each reporting person with: |
|
|
(5) Sole voting power |
0 |
|
(6) Shared voting power |
3,734,628 |
|
(7) Sole dispositive
power |
0 |
|
(8) Shared dispositive
power |
3,734,628 |
|
(9) Aggregate amount beneficially
owned by each reporting person |
3,734,628 |
|
(10) Check if the aggregate amount in
Row (9) excludes certain shares (see instructions) |
¨ |
|
(11) Percent of class represented by
amount in Row (9) |
4.9% |
|
(12) Type of reporting person (see
instructions) |
HC |
| CUSIP
NO. N44445109 |
Page
4 of 7 |
|
CUSIP No. N44445109 |
|
(1) Names of reporting
persons |
Daniel Mack |
|
(2) Check the appropriate box if a
member of a group |
(a) ¨ |
|
(see instructions) |
(b) ¨ |
|
(3) SEC use only |
|
|
(4) Citizenship or place of
organization |
USA |
|
Number of shares beneficially owned
by each reporting person with: |
|
|
(5) Sole voting power |
0 |
|
(6) Shared voting power |
3,734,628 |
|
(7) Sole dispositive
power |
0 |
|
(8) Shared dispositive
power |
3,734,628 |
|
(9) Aggregate amount beneficially
owned by each reporting person |
3,734,628 |
|
(10) Check if the aggregate amount in
Row (9) excludes certain shares (see instructions) |
¨ |
|
(11) Percent of class represented by
amount in Row (9) |
4.9% |
|
(12) Type of reporting person (see
instructions) |
HC |
| Item
1(a). |
Name of
Issuer: |
| |
|
| |
IMMATICS N.V. (the “Issuer”). |
| |
|
| Item 1(b). |
Address of the Issuer's
Principal Executive Offices: |
| |
|
| |
PAUL EHRLICH-STRASSE 15, TUBINGEN, 2M 72076 FEDERAL REPUBLIC OF
GERMANY |
| |
|
| Item 2(a). |
Name of Person
Filing |
| |
|
| |
Nantahala Capital Management, LLC (“Nantahala”)
Wilmot B. Harkey
Daniel Mack (together the “Reporting Persons”)
|
| |
|
| Item 2(b). |
Address of Principal Business
Office or, if None, Residence: |
| |
|
| |
130 Main St. 2nd Floor
New Canaan, CT 06840
|
| |
|
| Item 2(c). |
Citizenship: |
| |
|
| |
Nantahala is a Massachusetts limited liability company.
Each of Messrs. Harkey and Mack is a citizen of the United States
of America.
|
| |
|
| Item 2(d). |
Title of Class of Securities:
|
| |
|
| |
Ordinary shares, nominal value €0.01 per share (the “Shares”).
|
|
CUSIP NO. N44445109 |
Page 5 of 7 |
| Item 2(e).
|
CUSIP
Number: |
|
N44445109
|
| |
|
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
|
| |
|
| |
(a) ¨ Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
(e) x An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) ¨ An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
(g) x A parent holding
company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).
(h) ¨ A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i) ¨ 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 (15
U.S.C. 80a-3).
(j) ¨ Group, in
accordance with §240.13d-1(b)(1)(ii)(J).
|
| |
|
|
Item 4.
|
Ownership:
|
| |
|
| Item 4(a). |
Amount Beneficially Owned:
As of December 31, 2022, Nantahala may be deemed to be the
beneficial owner of 3,734,628 Shares held by funds and separately
managed accounts under its control, and as the managing members of
Nantahala, each of Messrs. Harkey and Mack may be deemed to be a
beneficial owner of those Shares.
|
| |
|
| Item 4(b). |
Percent of Class:
As of December 31, 2022, each of the Reporting Persons may be
deemed to be the beneficial owner of 4.9% of the total number of
Shares outstanding.
|
|
CUSIP NO. N44445109 |
Page 6 of 7 |
| Item 4(c). |
Number of shares
as to which such person has: |
| |
|
| |
Nantahala Capital Management, LLC
|
| |
|
|
|
(i) |
Sole power to vote or direct the
vote |
0 |
| |
(ii) |
Shared power to vote or to direct the
vote |
3,734,628 |
| |
(iii) |
Sole power to dispose or to direct the
disposition of |
0 |
| |
(iv) |
Shared power to dispose or to direct the
disposition of |
3,734,628 |
| |
Each of Messrs. Harkey and Mack
|
| |
|
| |
(i) |
Sole power to vote or direct the vote |
0 |
| |
(ii) |
Shared power to vote or to direct the
vote |
3,734,628 |
| |
(iii) |
Sole power to dispose or to direct the
disposition of |
0 |
| |
(iv) |
Shared power to dispose or to direct the
disposition of |
3,734,628 |
| Item 5. |
Ownership of Five
Percent or Less of a Class: |
| |
|
| |
The Reporting Persons have ceased to be beneficial owners of more
than five percent of the Common Stock.
|
| |
|
| Item 6. |
Ownership of More
than Five Percent on Behalf of Another Person: |
| |
|
| |
This Item 6 is not
applicable. |
| |
|
| Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company: |
| |
|
| |
Each of Messrs. Harkey and Mack is filing this
Schedule 13G as a control person in respect of shares beneficially
owned by Nantahala, an investment adviser as described in
§240.13d-1(b)(1)(ii)(E). See Item 4(a). |
| |
|
| Item 8. |
Identification and
Classification of Members of the Group: |
| |
|
| |
This Item 8 is not
applicable. |
| |
|
| Item 9. |
Notice of
Dissolution of Group: |
| |
|
| |
This Item 9 is not
applicable. |
| |
|
| Item 10. |
Certification: |
| |
By signing below each
Reporting Person certifies that, to the best of such person's
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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 such purpose or
effect. |
|
CUSIP NO. N44445109 |
Page 7 of 7 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete, and correct.
| Date: February 14,
2023 |
NANTAHALA CAPITAL
MANAGEMENT, LLC |
| |
|
| |
By: |
/s/ Taki Vasilakis |
| |
|
Taki Vasilakis |
| |
|
Chief Compliance
Officer |
| |
|
| |
/s/ Wilmot B. Harkey |
| |
Wilmot B.
Harkey |
| |
|
| |
/s/ Daniel Mack |
| |
Daniel
Mack |
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