| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
voxeljet AG
(Name of Issuer)
American Depositary Shares, each representing one-fifth of an ordinary share with a nominal value of €1.00 per share
(Title of Class of Securities)
92912L 107
(CUSIP Number)
December 31, 2013
(Date of 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) |
x | Rule 13d-1(c) |
o | 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 provisions of the Act (however, see the Notes).
CUSIP No. 92912L 107 | 13G |
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| 1. | Names of Reporting Persons | |||||
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| 2. | Check the Appropriate Box if a Member of a Group | |||||
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| (a) | o | ||||
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| (b) | o | ||||
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| 3. | SEC Use Only | |||||
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| 4. | Citizenship or Place of Organization | |||||
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Number of | 5. | Sole Voting Power | |||||
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6. | Shared Voting Power | ||||||
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7. | Sole Dispositive Power | ||||||
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8. | Shared Dispositive Power | ||||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||||
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| 12. | Type of Reporting Person | |||||
* Marcus Wagner is the managing director of Startkapital-Fonds Augsburg GmbH and has the sole power to vote, hold and dispose of shares held by it.
** Percentage of class calculation is based on 3,120,000 ordinary shares outstanding, which, if deposited, would represent 15,600,000 ADSs. This number reflects ordinary shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 18, 2013, relating to the Issuer’s registration statement on Form F-1, as amended (Registration No. 333-191213).
CUSIP No. 92912L 107 | 13G |
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SCHEDULE 13G | |||
Item 1(a). | Name of Issuer: | ||
Item 1(b). | Address of Issuer’s Principal Executive Offices: | ||
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Item 2(a). | Name of Person Filing: | ||
Item 2(b). | Address of Principal Business Office: | ||
Item 2(c). | Citizenship: | ||
Item 2(d). | Title of Class of Securities: | ||
Item 2(e) | CUSIP Number: | ||
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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: | ||
| Not Applicable. | ||
CUSIP No. 92912L 107 | 13G |
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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: 274,625 ordinary shares, which, if deposited, would represent 1,373,125 ADSs | |||
| (b) | Percent of class: 8.8%* | |||
| (c) | Number of shares as to which such person has:
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| (i) | Sole power to vote or to direct the vote: 274,625 ordinary shares, which, if deposited, would represent 1,373,125 ADSs** | ||
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| (ii) | Shared power to vote or to direct the vote: 0 | ||
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| (iii) | Sole power to dispose or to direct the disposition of: 274,625 ordinary shares, which, if deposited, would represent 1,373,125 ADSs** | ||
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| (iv) | Shared power to dispose or to direct the disposition of: 0 | ||
| * | Percentage of class calculation is based on 3,120,000 ordinary shares outstanding, which, if deposited, would represent 15,600,000 ADSs. This number reflects ordinary shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 18, 2013, relating to the Issuer’s registration statement on Form F-1, as amended (Registration No. 333-191213). |
| ** | Marcus Wagner is the managing director of Startkapital-Fonds Augsburg GmbH and has the sole power to vote, hold and dispose of shares held by it. |
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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 o. | ||
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not Applicable. | |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |
| Not Applicable. | |
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Item 8. | Identification and Classification of Members of the Group. | |
| Not Applicable. | |
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Item 9. | Notice of Dissolution of Group. | |
| Not Applicable. |
CUSIP No. 92912L 107 | 13G |
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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. | |||
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.
Date: February 5, 2014. |
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| STARTKAPITAL-FONDS AUGSBURG GMBH | ||
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| By: | /s/ MARCUS WAGNER | |
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| Name: Marcus Wagner | |
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| Title: Managing Director |