United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __) *
Prosensa Holding N.V.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
N71546100
(CUSIP Number)
November 3, 2014
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
| o | Rule 13d-1(b) | |
| o | Rule 13d-1(c) | |
| x | 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 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 provision of the Act (however, see the Notes.)
CUSIP No.N71546100
| 1. Name of Reporting Persons | |||
| Gimv NV | |||
| 2. Check the Appropriate Box if a Member of a Group | |||
| (a) o | |||
| (b) o | |||
| 3. SEC Use Only | |||
| 4. Citizenship or Place of Organization | |||
| Belgium | |||
| Number of | 5. Sole Voting Power |
| Shares | 499,382 (See Item 4) |
| Beneficially Owned | |
| by Each | 6. Shared Voting Power |
| Reporting Person | 0 |
| 7. Sole Dispositive Power | |
| 499,382 (See Item 4) | |
| 8. Shared Dispositive Power | |
| 0 |
| 9. Aggregate Amount Beneficially Owned by Each Reporting Person | |
| 499,382 (See Item 4) | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |
| 11. Percent of Class Represented by Amount in Row (9) | |
| 1.43% | |
| 12. Type of Reporting Person (See Instructions) | |
| CO | |
| 2 |
CUSIP No.N71546100
| 1. Name of Reporting Persons | |||
| Adviesbeheer Gimv Life Sciences 2007 NV | |||
| 2. Check the Appropriate Box if a Member of a Group | |||
| (a) o | |||
| (b) o | |||
| 3. SEC Use Only | |||
| 4. Citizenship or Place of Organization | |||
| Belgium | |||
| Number of | 5. Sole Voting Power |
| Shares | 55,487 (See Item 4) |
| Beneficially Owned | |
| by Each | 6. Shared Voting Power |
| Reporting Person | 0 |
| 7. Sole Dispositive Power | |
| 55,487 (See Item 4) | |
| 8. Shared Dispositive Power | |
| 0 |
| 9. Aggregate Amount Beneficially Owned by Each Reporting Person | |
| 55,487 (See Item 4) | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |
| 11. Percent of Class Represented by Amount in Row (9) | |
| 0.16% | |
| 12. Type of Reporting Person (See Instructions) | |
| CO | |
| 3 |
| Item 1(a) | Name of Issuer |
Prosensa Holding N.V.
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
J.H. Oortweg 21, 2333 CH Leiden, The Netherlands.
| Item 2(a) | Name of Persons Filing |
Gimv NV
Adviesbeheer Gimv Life Sciences 2007 NV
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
The address of Gimv NV and Adviesbeheer Gimv Life Sciences 2007 NV is as follows:
Karel Oomsstraat 37, B-2018 Antwerpen, Belgium
| Item 2(c) | Citizenship |
Gimv NV and Adviesbeheer Gimv Life Sciences 2007 NV are both Belgium corporations.
| Item 2(d) | Title of Class of Securities |
Common Shares
| Item 2(e) | CUSIP Number |
N71546100
| Item 3 | If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| Item 4 | Ownership |
The number of shares beneficially owned by Gimv NV and Adviesbeheer Gimv Life Sciences 2007 NV is as follows:
| Reporting Person | Amount Beneficially Owned | Percent of Class | ||||||
| Gimv NV | 499,382 | 1.43 | % | |||||
| Adviesbeheer Gimv Life Sciences 2007 NV | 55,487 | 0.16 | % | |||||
| Reporting Person | Voting Power | Dispositive Power | ||||||||||||||
| Sole | Shared | Sole | Shared | |||||||||||||
| Gimv NV | 499,382 | 0 | 499,382 | 0 | ||||||||||||
| Adviesbeheer Gimv Life Sciences 2007 NV | 55,487 | 0 | 55,487 | 0 | ||||||||||||
| 4 |
As of November 11, 2014, (i) Gimv NV is (A) the record owner of 499,382 Shares and (B) the beneficial owner of 554,869 Shares (including 55,487 Shares held of record by Adviesbeheer Gimv Life Sciences 2007 NV) and (ii) Adviesbeheer Gimv Life Sciences 2007 NV is (A) the record owner of 55,487 Shares and (B) the beneficial owner of 55,487 Shares.
| 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 5 percent of the class of securities, check the following
x
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| 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 |
Not applicable.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | Certifications |
By signing below I certify that, to the best of my 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.
| 5 |
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 as of November 14, 2014.
| GIMV NV | |||
| By: | /s/ Alex Brabers | ||
| Name: Alex Brabers | |||
| Title: Gimv Partner | |||
| By: | /s/ Edmond Bastijns | ||
| Name: Edmond Bastijns | |||
| Title: Gimv Partner | |||
| Adviesbeheer Gimv Life Sciences 2007 NV | |||
| By: | /s/ Alex Brabers | ||
| Name: Alex Brabers | |||
| Title: Gimv Partner | |||
| By: | /s/ Edmond Bastijns | ||
| Name: Edmond Bastijns | |||
| Title: Gimv Partner | |||
| 6 |
Exhibit Index
| Exhibit A | Joint Filing Agreement, dated November 14, 2014, between Gimv NV and Adviesbeheer Gimv Life Sciences 2007 NV. |
| 7 |
