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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Materialise NV (Name of Issuer) |
Ordinary Shares, no nominal value per share (Title of Class of Securities) |
57667T100 (CUSIP Number) |
Wilfried Vancraen Technologielaan 15, Leuven, C9, 3001 32 (16) 39 66 11 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/27/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 57667T100 |
| 1 |
Name of reporting person
Wilfried Vancraen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,930,751.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
57.44 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
In reference to row 13 above: Based on 59,067,186 ordinary shares of Materialise NV outstanding as of March 3, 2025.
SCHEDULE 13D
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| CUSIP No. | 57667T100 |
| 1 |
Name of reporting person
Hilde Ingelaere | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,930,751.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
57.44 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
In reference to row 13 above: Based on 59,067,186 ordinary shares of Materialise NV outstanding as of March 3, 2025.
SCHEDULE 13D
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| CUSIP No. | 57667T100 |
| 1 |
Name of reporting person
Idem | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,605,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to row 13 above: Based on 59,067,186 ordinary shares of Materialise NV outstanding as of March 3, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no nominal value per share | |
| (b) | Name of Issuer:
Materialise NV | |
| (c) | Address of Issuer's Principal Executive Offices:
TECHNOLOGIELAAN 15, Leuven,
BELGIUM
, 3001. | |
Item 1 Comment:
This Amendment No. 3 to Statement on Schedule 13D (this "Amendment") is filed jointly by (i) Wilfried Vancraen, (ii) Hilde Ingelaere and (iii) Idem (collectively the "Reporting Persons") pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This Amendment amends and supplements the Statement on Schedule 13D (the "Original Schedule 13D") originally filed by the Reporting Persons and Ailanthus NV (a limited liability company (naamloze vennootschap) that was organized and existed under the laws of Belgium and previously owned and controlled by Mr. Vancraen and Ms. Ingelaere ("Ailanthus")) with the Securities and Exchange Commission (the "SEC") on July 10, 2014 relating to the ordinary shares, no nominal value per share (the "Shares"), of Materialise NV, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (the "Issuer"), as amended by Amendment No. 1 to Statement on Schedule 13D filed by the Reporting Persons and Ailanthus with the SEC on November 24, 2020 ("Amendment No. 1") and Amendment No. 2 to Statement on Schedule 13D filed by the Reporting Persons with the SEC on January 5, 2021 ("Amendment No. 2" and, the Original Schedule 13D as amended by Amendment No. 1 and Amendment No. 2, the "Schedule 13D").
The Original Schedule 13D was originally filed as a result of a recapitalization of the Issuer that occurred in connection with the closing of its initial public offering of American Depositary Shares, each representing one Share ("ADSs"), on June 30, 2014, which recapitalization resulted in the Reporting Persons and Ailanthus receiving certain Shares. Amendment No. 1 and Amendment No. 2 were filed as a result of the merger of Ailanthus into the Issuer (the "Merger").
Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | The second and third paragraphs under Item 2 of the Schedule 13D are hereby amended and restated as follows:
Wilfried Vancraen serves as the Chairman of the Board of Directors of the Issuer and is a Belgian citizen.
Hilde Ingelaere serves as a director of the Issuer and is a Belgian citizen. | |
| Item 4. | Purpose of Transaction | |
The eighth paragraph under Item 4 of the Schedule 13D is hereby amended and restated by replacing such paragraph with the following two paragraphs:
In light of current market price levels of the ADSs, and subject to the Reporting Persons' continuing review of the other factors listed below, the Reporting Persons are evaluating additional acquisitions of ADSs in the open market in the short term. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the ADSs; general market and economic conditions; ongoing evaluation of the Issuer's business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Other than as described in this Item 4 or Item 6 of the Schedule 13D, none of the Reporting Persons have any plan or proposal relating to or that would result in:
(a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer;
(e) any material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) any action similar to those enumerated above.
However, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraphs (a) (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
(a) (b)
Wilfried Vancraen(2)
Shares Held Directly: 137,680(3)
Sole Voting Power: 137,680
Shared Voting Power: 33,793,071
Sole Dispositive Power: 137,680
Shared Dispositive Power: 33,793,071
Beneficial Ownership: 33,930,751(3)
Percentage of Class(1): 57.44%
Hilde Ingelaere(4)
Shares Held Directly: 137,680(5)
Sole Voting Power: 137,680
Shared Voting Power: 33,793,071
Sole Dispositive Power: 137,680
Shared Dispositive Power: 33,793,071
Beneficial Ownership: 33,930,751(5)
Percentage of Class(1): 57.44%
Idem(6)
Shares Held Directly: 33,605,391(7)
Sole Voting Power: 33,605,391
Shared Voting Power: --
Sole Dispositive Power: 33,605,391
Shared Dispositive Power: --
Beneficial Ownership: 33,605,391(7)
Percentage of Class(1): 56.89%
(1) The percentage is calculated based upon 59,067,186 Shares outstanding as of March 3, 2025.
(2) The Shares over which Mr. Vancraen has sole voting power and dispositive power represent the Shares held directly by Mr. Vancraen, and the Shares over which Mr. Vancraen has shared voting power and dispositive power represent (i) the 137,680 and 33,605,391 Shares held directly by each of Ms. Ingelaere and Idem, respectively, and (ii) 50,000 Shares (represented by ADSs) held directly and jointly with Ms. Ingelaere. Mr. Vancraen and Ms. Ingelaere, who are married, may be deemed to share voting power and dispositive power over the Shares the other owns directly.
(3) Includes 27,135 ADSs.
(4) The Shares over which Ms. Ingelaere has sole voting power and dispositive power represent the Shares held directly by Ms. Ingelaere, and the Shares of which Ms. Ingelaere has shared voting power and dispositive power represent (i) the 137,680 and 33,605,391 Shares held directly by each of Mr. Vancraen and Idem, respectively, and (ii) 50,000 Shares (represented by ADSs) held directly and jointly with Mr. Vancraen. Ms. Ingelaere and Mr. Vancraen, who are married, may be deemed to share voting power and dispositive power over these Shares the other owns directly.
(5) Includes 27,135 ADSs.
(6) Idem is controlled and managed by Mr. Vancraen and Ms. Ingelaere, who may be deemed to share voting power and dispositive power over these Shares.
(7) Includes 2,746,427 ADSs. | |
| (c) | (c) The following table lists all transactions in the Shares that were effected during the past sixty days by the Reporting Persons. Except as noted in the footnotes to table, all such transactions were effected by Idem and were purchases of Shares in the form of ADSs on the open market.
ADSs Purchased Price Per ADS($)(1) Date of Purchase
81,522 5.92 2/21/2025
50,180 5.74 2/24/2025
100,000 5.66 2/25/2025
34,857 5.35 2/26/2025
30,000 5.35 2/26/2025(2)
8,703 5.20 2/27/2025
33,708 5.26 2/28/2025
(1) The prices reported are weighted average prices. These ADSs were purchased in multiple transactions at various prices calculated into the weighted average prices set forth in the chart above. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of ADSs purchased at each separate price calculated into the weighted average prices set forth in the chart above.
(2) Joint purchase of ADSs directly by Mr. Vancraen and Ms. Ingelaere. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The third paragraph under Item 6 of the Schedule 13D is hereby amended and restated by replacing such paragraph with the following paragraph.
All warrants previously issued and granted to Mr. Vancraen and Ms. Ingelaere under the Issuer's 2014 Warrant Plan and the Issuer's 2015 Warrant Plan have been exercised or expired.
In addition, the fifth paragraph under Item 6 of the Schedule 13D is hereby amended and restated by replacing such paragraph with the following paragraph.
The foregoing descriptions of the terms of the Articles of Association, warrants and the Registration Rights Agreement are intended as summaries only and are qualified in their entirety by reference to the Articles of Association and the Registration Rights Agreement, which are filed as exhibits to this Schedule 13D and incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Restated Articles of Association of Materialise NV (English translation incorporated by reference to Exhibit 1.1 to the Company's Annual Report on Form 20-F for the year ended December 31, 2022)
Exhibit 2 Registration Rights Agreement, dated September 15, 2016, among the Issuer and the Holders party thereto (incorporated by reference to Exhibit 4.8 to the Issuer's Registration Statement on Form F-3 (Registration No. 333-213649), filed with the SEC on September 15, 2016)
Exhibit 3 Merger Deed (English translation) (incorporated by reference to Exhibit 2.1 to the Issuer's Report on Form 6-K, furnished to the SEC on January 4, 2021)
Exhibit 4 Indemnification Agreement, among the Issuer, Ailanthus NV, Wilfried Vancraen, Hilde Ingelaere and Lunebeke NV (English translation) (incorporated by reference to Exhibit 10.1 to the Issuer's Report on Form 6-K, furnished to the SEC on January 4, 2021)
Exhibit 5 Letter Agreement Regarding Share Issuance and Registration Rights, dated December 31, 2020, among the Issuer, Wilfried Vancraen and Hilde Ingelaere (English translation) (incorporated by reference to Exhibit 10.2 to the Issuer's Report on Form 6-K, furnished to the SEC on January 4, 2021)
Exhibit 6 Joint Filing Agreement, dated July 10, 2014, among Wilfried Vancraen, Hilde Ingelaere, Ailanthus NV and Idem (previously filed)
Exhibit 7 Power of Attorney of Wilfried Vancraen, dated July 3, 2014 (previously filed)
Exhibit 8 Power of Attorney of Hilde Ingelaere, dated July 3, 2014 (previously filed)
Exhibit 9 Power of Attorney of Idem, dated July 3, 2014 (previously filed) | ||
| 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.
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