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As filed with the Securities and Exchange Commission on July 17, 2019.

Registration No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Genmab A/S
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

The Kingdom of Denmark
(State or other jurisdiction of
incorporation or organization) 		  2834
(Primary Standard Industrial
Classification Code Number) 		  Not Applicable
(I.R.S. Employer
Identification Number)

Kalvebod Brygge 43
1560 Copenhagen V
Denmark
+45 70 20 27 28
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)


Genmab US, Inc.
902 Carnegie Center, Suite 301
Princeton, New Jersey 08540
(609) 430-2481
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Harald Halbhuber
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000 		  Peter Handrinos
Nathan Ajiashvili
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
Telephone: (617) 948-6000


Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

           If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ý  333-231777

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

           Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

    Emerging Growth Company     ý

           If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.     o


CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
To Be Registered
  Amount to be
Registered(1)
  Proposed Maximum
Aggregate Offering
Price Per ADS(2)
  Proposed Maximum
Aggregate Offering
Price(3)
  Amount of
Registration Fee
 

Ordinary shares, DKK 1 nominal value per share(4)

  80,500   $17.75   $14,288,750   $1,732

 

(1)
The 80,500 ordinary shares being registered in this Registration Statement are in addition to the 3,197,000 ordinary shares registered pursuant to the Registrant's Registration Statement on Form F-1 (File No. 333-231777), as amended, at a maximum aggregate offering price of $578,976,700. Includes 10,500 additional ordinary shares represented by American Depositary Shares, or ADSs, that the underwriters have the option to purchase.

(2)
Based on the public offering price of $17.75 per ADS.

(3)
Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the amount of securities being registered hereunder at the proposed maximum aggregate offering price per ADS represents no more than 20% of the maximum aggregate offering price of the securities set forth in the "Calculation of Registration Fee" table contained in the Registrant's Registration Statement on Form F-1 (File No. 333-231777), as amended at the time of effectiveness.

(4)
ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-188759). Each ADS represents one-tenth of one ordinary share.

            THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

   


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

        This Registration Statement is being filed pursuant to Rule 462(b) ("Rule 462(b)") and General Instruction V of Form F-1, both promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-1 (File No. 333-231777) of Genmab A/S (the "Registrant"), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on July 17, 2019, are incorporated by reference into this Registration Statement.

        The required opinions and consents are listed on an Exhibit Index attached hereto.

2


EXHIBIT INDEX

*
Previously filed on the signature page to the Registrant's Registration Statement on Form F-1, as amended (File No. 333- 231777), originally filed with the Securities and Exchange Commission on May 28, 2019 and incorporated by reference herein.

3


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on July 17, 2019.


 
 
By:
 
/s/ JAN G. J. VAN DE WINKEL
        Name:   Jan G. J. van de Winkel
        Title:   President & Chief Executive Officer

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 
 
 
/s/ JAN G. J. VAN DE WINKEL
Jan G. J. van de Winkel 		  President & Chief Executive Officer (Principal Executive Officer)   July 17, 2019

/s/ DAVID A. EATWELL
David A. Eatwell
 
Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
 
July 17, 2019

*
Mats Pettersson
 
Chairman of the Board of Directors
 
July 17, 2019

*
Deirdre P. Connelly
 
Deputy Chairman of the Board of Directors
 
July 17, 2019

*
Anders Gersel Pedersen
 
Director
 
July 17, 2019

*
Pernille Erenbjerg
 
Director
 
July 17, 2019

*
Paolo Paoletti
 
Director
 
July 17, 2019

4

Signature
 
Title
 
Date

 
 
 
 
 
 
 
*
Rolf Hoffman 		  Director   July 17, 2019

*
Peter Storm Kristensen
 
Director
 
July 17, 2019

*
Mijke Zachariasse
 
Director
 
July 17, 2019

*
Daniel J. Bruno
 
Director
 
July 17, 2019

*By
 
/s/ BIRGITTE STEPHENSEN
Name: Brigitte Stephensen
Title: Attorney-in-fact
 
 
 
 

5


Signature of Authorized U.S. Representative of Registrant

        Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Genmab A/S, has signed this Registration Statement on July 17, 2019.

    By:   /s/ DAVID A. EATWELL
        Name:   David A. Eatwell
        Title:   Executive Vice President & Chief Financial Officer

6



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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
EXHIBIT INDEX
SIGNATURES
Signature of Authorized U.S. Representative of Registrant
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