DBV Technologies (DBVT) Form 3 DBV Technologies / FELIX BAKER ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021

3. Issuer Name and Ticker or Trading Symbol
DBV Technologies S.A. [ DBVT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	332,622	I	See Footnotes(1)(2)(4)(5)
Ordinary Shares	3,953,416	I	See Footnotes(1)(3)(4)(5)
American Depositary Shares	1,200,369	I	See Footnotes(1)(2)(4)(5)
American Depositary Shares	13,413,895	I	See Footnotes(1)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Right to buy Ordinary Shares)	(6)	12/15/2025(6)	Ordinary Shares(6)	7,500	(6)	I	See Footnotes(1)(4)(5)(6)(9)
Warrants (Right to buy Ordinary Shares)	(7)	12/09/2026(7)	Ordinary Shares(7)	7,000	(7)	I	See Footnotes(1)(4)(5)(7)(9)
Warrants (Right to buy Ordinary Shares)	(8)	06/28/2028(8)	Ordinary Shares(8)	7,000	(8)	I	See Footnotes(1)(4)(5)(8)(9)

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

667, L.P.

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baker Brothers Life Sciences LP

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Explanation of Responses:

1. American Depositary Shares ("ADS") each represent 1/2 of an Ordinary Share ("Ordinary Shares") of DBV Technologies S.A. (the "Issuer").

2. As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP),LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

3. As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P, ("Life Sciences", and together with 667, the "Funds"), Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

4. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.

5. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. 7,500 warrants solely exercisable to purchase Ordinary Shares issued on December 15, 2015 by the Issuer ("2015 Warrants") to Michael Goller, a full-time employee of the Adviser, in his capacity as a director of the Issuer. The 2015 Warrants have a strike price of 64.14 EUR, and are exercisable at any time after subscription for up to ten years subject to Michael Goller's continuing service on the Board of Directors of the Issuer (the "Board"). The 2015 Warrants expire on December 15, 2025.

7. 7,000 warrants solely exercisable to purchase Ordinary Shares issued on December 9, 2016 by the Issuer ("2016 Warrants") to Michael Goller, a full-time employee of the Adviser, in his capacity as a director of the Issuer. The 2016 Warrants have a strike price of 69.75 EUR, and are exercisable at any time after subscription for up to ten years subject to Michael Goller's continuing service on the Board. The 2016 Warrants expire on December 9, 2026.

8. 7,000 warrants solely exercisable to purchase Ordinary Shares issued on June 28, 2018 by the Issuer ("2018 Warrants", and, together with the 2015 Warrants and 2016 Warrants, the "Warrants") to Michael Goller, a full-time employee of the Adviser, in his capacity as a director of the Issuer. The 2018 Warrants have a strike price of 37.24 EUR, and are exercisable at any time after subscription for up to ten years subject to Michael Goller's continuing service on the Board. The 2018 Warrants expire on June 28, 2028.

9. Michael Goller serves on the Board as representatives of the Funds. Pursuant to the policies of the Adviser, Michael Goller does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all of the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Warrants. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Warrants (i.e. no direct pecuniary interest).

Remarks:

Michael Goller, a full-time employee of Baker Bros. Advisors LP, is a director of DBV Technologies S.A. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	01/11/2021
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	01/11/2021
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	01/11/2021
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/	01/11/2021
	/s/ Felix J. Baker	01/11/2021
	/s/ Julian C. Baker	01/11/2021
	** Signature of Reporting Person	Date
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