| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
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Oculis Holding AG (Name of Issuer) |
Ordinary Shares, par value CHF 0.10 per share (Title of Class of Securities) |
H5870P102 (CUSIP Number) |
12/31/2024 (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. | H5870P102 |
| 1 | Names of Reporting Persons LSP 7 Cooperatieve U.A. | ||||||||
| 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 NETHERLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,752,894.00 | ||||||||
| 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) 13.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | H5870P102 |
| 1 | Names of Reporting Persons LSP 7 Management B.V. | ||||||||
| 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 NETHERLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,752,894.00 | ||||||||
| 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) 13.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Oculis Holding AG | |
| (b) | Address of issuer's principal executive
offices: Bahnhofstrasse 7, CH-6300, Zug, Switzerland. | |
| Item 2. | ||
| (a) | Name of person filing: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
LSP 7 Cooperatieve U.A. ("LSP 7"); and
LSP 7 Management B.V. | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of each of the Reporting Persons is c/o EQT Life Sciences, Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands. | |
| (c) | Citizenship: Each of the Reporting Persons is organized under the laws of the Netherlands. | |
| (d) | Title of class of securities: Ordinary Shares, par value CHF 0.10 per share | |
| (e) | CUSIP No.: H5870P102 | |
| 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: The information contained on the cover pages to this Schedule 13G/A is hereby incorporated by reference into this Item 4. The ownership information presented herein represents beneficial ownership
of Ordinary Shares of the Issuer as of December 31, 2024, based on 41,745,295 Ordinary Shares outstanding as of September 6, 2024, as disclosed in the Issuer's Prospectus on Form 424B3 filed with
the Securities and Exchange Commission on September 6, 2024.
LSP 7 is the record holder of 5,752,894 Ordinary Shares.
LSP 7 Management B.V. is the sole director of LSP 7. The managing directors of LSP 7 Management B.V. are Martijn Kleijwegt, Rene Kuijten and Joachim Rothe. As such, LSP 7 Management B.V.,
Martijn Kleijwegt, Rene Kuijten and Joachim Rothe may be deemed to beneficially own the Ordinary Shares held of record by LSP 7. Each of Mr. Kleijwegt, Mr. Kuijten and Mr. Rothe disclaims beneficial
ownership of such shares. | |
| (b) | Percent of class: See Item 11 of each of the cover pages hereto. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Item 5 of each of the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the
vote: See Item 6 of each of the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Item 7 of each of the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Item 8 of each of the cover pages hereto. | ||
| 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: |
Not Applicable
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| 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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Comments accompanying signature:
Material to be Filed as Exhibit:
Joint Filing Agreement: https://www.sec.gov/Archives/edgar/data/1876264/000119312524029143/d550518dex99.htm