Amended Statement of Beneficial Ownership (sc 13d/a)
May 11 2020 - 2:27PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Under the Securities Exchange Act of 1934
Common Stock $0.01 par value
(Title of Class of Securities)
Oliver Schacht, Ph.D., Max-Eyth-Str.42
71088 Holzgerlingen, Germany
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
(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 Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. ☐
The information required on this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "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).
1
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NAMES OF REPORTING PERSONS
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Curetis N.V. in Liquidation
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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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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Netherlands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 *
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0 *
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 *
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.00%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* See Item 5 of this statement on this Amendment to the Statement of Beneficial Ownership on Schedule 13D.
This Amendment No. 3 to the Statement of Beneficial Ownership on Schedule 13D (the “Amendment No. 3”) amends and supplements the Statement of Beneficial
Ownership on Schedule 13D originally filed by Curetis N.V. in Liquidation on April 13, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on
April 21, 2020 (“Amendment No. 1”) and Amendment No. 2 filed on April 24, 2020 (“Amendment No. 2”). Except as amended and supplemented by this Amendment No.3, the
Original Schedule 13D remains in effect. Except as otherwise indicated, capitalized terms used herein shall have the meanings ascribed to them in the Original Schedule 13D.
On May 7, 2020, the Reporting Person transferred
1,622,549 shares of Common Stock to the shareholders of the Reporting Person pursuant to the dissolution of the
Reporting Person. The Reporting Person sold the remaining 19 shares of Common Stock on the open market for a total of $41.80.
On April 1, 2020, the Issuer completed its business combination transaction with the Reporting Person pursuant to the implementation agreement dated as of September 4, 2019 (the “Implementation Agreement”), entered into by and among the Issuer, the Reporting Person and Crystal GmbH, a private limited liability company (Gesellschaft mit beschränkter
Haftung) organized under the laws of the Federal Republic of Germany and a wholly owned subsidiary of the Issuer.
Pursuant to the Implementation Agreement, the Reporting Person received 2,028,208 shares of Common Stock in consideration of the sale and transfer of all of its shares in Curetis GmbH, a private
limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and certain other assets and liabilities of the Reporting Person.
Between April 17, 2020 and April 23, 2020, the Reporting Person sold 405,640 shares of Common Stock on the open market for a total of $954,464.61 to satisfy remaining obligations and liabilities
of the Reporting Person.
On April 2, 2020, the Reporting Person registered with the Netherlands Chamber of Commerce for dissolution of the legal entity. On May 7, 2020, the Reporting Person transferred 1,622,549 shares
of Common Stock to the shareholders of the Reporting Person pursuant to the dissolution of the Reporting Person. The Reporting Person sold the remaining 19 shares of Common Stock on the open market for a total of $41.80.
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.
4
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