| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Merus N.V. (Name of Issuer) |
Common shares, (euro) 0.09 nominal value per share (Title of Class of Securities) |
N5749R100 (CUSIP Number) |
12/09/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | N5749R100 |
| 1 | Names of Reporting Persons Commodore Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
Comment for Type of Reporting Person:
See Item 2 for additional information.
SCHEDULE 13G |
| CUSIP No. | N5749R100 |
| 1 | Names of Reporting Persons Commodore Capital Master LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
See Item 2 for additional information.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Merus N.V. | |
| (b) | Address of issuer's principal executive
offices: Uppsalalaan 17, Utrecht, NETHERLANDS, 3584 CT. | |
| Item 2. | ||
| (a) | Name of person filing: This report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the "Firm") and Commodore Capital Master LP, a Cayman Islands exempted limited partnership ("Commodore Master"). The Firm is the investment manager to Commodore Master. As of December 9, 2024, the Firm may be deemed to beneficially own an aggregate of 3,750,000 common shares, (euro) 0.09 nominal value per share (the "Common Shares"), of the Issuer. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 68,463,681 Common Shares issued and outstanding as of October 27, 2024 based on information reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024. | |
| (b) | Address or principal business office or, if
none, residence: The address for the Firm and Commodore Master is: 444 Madison Avenue, Floor 35, New York, New York 10022. | |
| (c) | Citizenship: The Firm is a Delaware limited partnership and Commodore Master is a Cayman Islands exempted limited partnership. | |
| (d) | Title of class of securities: Common shares, (euro) 0.09 nominal value per share | |
| (e) | CUSIP No.: N5749R100 | |
| 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: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 3750000.00 | |
| (b) | Percent of class: 5.5 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0.00 | ||
| (ii) Shared power to vote or to direct the
vote: 3750000.00 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0.00 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 3750000.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
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, other than activities solely in connection with a nomination under § 240.14a-11.
|
| 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. |
|
|
|
|
Exhibit
Information |
Exhibit 1 - JOINT FILING AGREEMENT |