SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.    )*

 

 

AC IMMUNE SA

(Name of Issuer)

Common shares, nominal value CHF 0.02 per share

(Title of Class of Securities)

H00263105

(CUSIP Number)

December 31, 2016

(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)

 

* 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 disclosures provided in a prior cover page.

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).

 

 

 


CUSIP NO. H00263105   13 G   Page 2 of 14 Pages

 

  1.   

Name of Reporting Persons

 

dievini Hopp BioTech holding GmbH & Co. KG

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐ (1)

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0 common shares

   6.   

Shared Voting Power

 

18,041,000 common shares (2)

   7.   

Sole Dispositive Power

 

0 common shares

   8.   

Shared Dispositive Power

 

18,041,000 common shares (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,041,000 common shares (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

32.0%(3)

12.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held of record by dievini.
(3) This percentage is calculated based on 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


CUSIP NO. H00263105   13 G   Page 3 of 14 Pages

 

  1.   

Name of Reporting Persons

 

DH-Capital GmbH & Co. KG

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐ (1)

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0 common shares

   6.   

Shared Voting Power

 

18,041,000 common shares (2)

   7.   

Sole Dispositive Power

 

0 common shares

   8.   

Shared Dispositive Power

 

18,041,000 common shares (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,041,000 common shares (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

32.0%(3)

12.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held of record by dievini.
(3) This percentage is calculated based on 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


CUSIP NO. H00263105   13 G   Page 4 of 14 Pages

 

  1.   

Name of Reporting Persons

 

OH Beteiligungen GmbH & Co. KG

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐ (1)

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0 common shares

   6.   

Shared Voting Power

 

18,041,000 common shares (2)

   7.   

Sole Dispositive Power

 

0 common shares

   8.   

Shared Dispositive Power

 

18,041,000 common shares (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,041,000 common shares (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

32.0%(3)

12.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held of record by dievini.
(3) This percentage is calculated based on 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


CUSIP NO. H00263105   13 G   Page 5 of 14 Pages

 

  1.   

Name of Reporting Persons

 

Dietmar Hopp

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐ (1)

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0 common shares

   6.   

Shared Voting Power

 

18,041,000 common shares (2)

   7.   

Sole Dispositive Power

 

0 common shares

   8.   

Shared Dispositive Power

 

18,041,000 common shares (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,041,000 common shares(2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

32.0%(3)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held of record by dievini.
(3) This percentage is calculated based on 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


CUSIP NO. H00263105   13 G   Page 6 of 14 Pages

 

  1.   

Name of Reporting Persons

 

Oliver Hopp

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐ (1)

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0 common shares

   6.   

Shared Voting Power

 

18,041,000 common shares (2)

   7.   

Sole Dispositive Power

 

0 common shares

   8.   

Shared Dispositive Power

 

18,041,000 common shares (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,041,000 common shares(2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

32.0%(3)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held of record by dievini.
(3) This percentage is calculated based on 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


CUSIP NO. H00263105   13 G   Page 7 of 14 Pages

 

  1.   

Name of Reporting Persons

 

Daniel Hopp

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐ (1)

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

   5.    

Sole Voting Power

 

0 common shares

   6.   

Shared Voting Power

 

18,041,000 common shares (2)

   7.   

Sole Dispositive Power

 

0 common shares

   8.   

Shared Dispositive Power

 

18,041,000 common shares (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,041,000 common shares(2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

32.0%(3)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held of record by dievini.
(3) This percentage is calculated based on 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


CUSIP NO. H00263105   13 G   Page 8 of 14 Pages

 

  1.   

Name of Reporting Persons

 

Prof. Dr. Friedrich von Bohlen und Halbach

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐ (1)

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

   5.    

Sole Voting Power

 

78,750 common shares(2)

   6.   

Shared Voting Power

 

18,041,000 common shares(3)

   7.   

Sole Dispositive Power

 

78,750 common shares(2)

   8.   

Shared Dispositive Power

 

18,041,000 common shares (3)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,119,750 common shares(4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

32.2%(5)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held directly by Dr. von Bohlen through his personal accounts, of which he has sole voting and dispositive power.
(3) Represents shares held of record by dievini.
(4) Includes (i) 78,750 common shares held directly by Dr. von Bohlen, of which he has sole voting and dispositive power and (ii) 18,041,000 common shares held of record by dievini, of which Dr. von Bohlen shares voting and dispositive power as a managing director of dievini.
(5) This percentage is calculated based on 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


CUSIP NO. H00263105   13 G   Page 9 of 14 Pages

 

  1.   

Name of Reporting Persons

 

Prof. Dr. Christof Hettich

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐ (1)

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

174,750 common shares(2)

   6.   

Shared Voting Power

 

18,041,000 common shares (3)

   7.   

Sole Dispositive Power

 

174,750 common shares(2)

   8.   

Shared Dispositive Power

 

18,041,000 common shares (3)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,215,750 common shares (4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

32.4%(5)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held directly by Dr. Hettich through his personal accounts, of which he has sole voting and dispositive power.
(3) Represents shares held of record by dievini.
(4) Includes (i) 174,750 common shares held directly by Dr. Hettich, of which he has sole voting and dispositive power and (ii) 18,041,000 common shares held of record by dievini, of which Dr. Hettich shares voting and dispositive power as a managing director of dievini.
(5) This percentage is calculated based on 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.


CUSIP NO. H00263105   13 G   Page 10 of 14 Pages

 

  1.   

Name of Reporting Persons

 

Dr. Mathias Hothum

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐ (1)

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Germany

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

51,250 common shares (2)

   6.   

Shared Voting Power

 

18,041,000 common shares (3)

   7.   

Sole Dispositive Power

 

51,250 common shares (2)

   8.   

Shared Dispositive Power

 

18,041,000 common shares (3)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,092,250 common shares (4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

32.1%(5)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents (i) 36,500 shares held directly by Dr. Hothum through his personal accounts, of which he has sole voting and dispositive power and (ii) 14,750 common shares issuable upon the exercise of options to purchase common shares that are exercisable within 60 days of December 31, 2016 held by Dr. Hothum.
(3) Represents shares held of record by dievini.
(4) Includes (i) 36,500 common shares held directly by Dr. Hothum, of which he has sole voting and dispositive power, (ii) 14,750 common shares issuable upon the exercise of options to purchase common shares that are exercisable within 60 days of December 31, 2016 held by Dr. Hothum and (ii) 18,041,000 common shares held of record by dievini, of which Dr. Hothum shares voting and dispositive power as a managing director of dievini.
(5) This percentage is calculated based on (i) 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended and (ii) assumes the 14,750 common shares underlying the options to purchase common shares are deemed outstanding pursuant to Rule 13d-3(d)(1)(i).


CUSIP NO. H00263105   13 G   Page 11 of 14 Pages

 

Introductory Note: This Schedule 13G is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-Capital GmbH & Co. KG (“DH-Capital”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum” and together with dievini, DH-Capital, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen and Dr. Hettich, collectively, the “Reporting Persons”) in respect of common shares of AC Immune SA.

 

Item 1(a) Name of Issuer:

AC Immune SA

 

Item 1(b) Address of Issuer’s principal executive offices:

EPFL Innovation Park

Building B

1015 Lausanne

Switzerland

 

Items 2(a) Name of Reporting Persons filing:

dievini Hopp BioTech holding GmbH & Co. KG (“dievini”)

DH-Capital GmbH & Co. KG (“DH-Capital”)

OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”)

Dietmar Hopp

Oliver Hopp

Daniel Hopp

Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”)

Prof. Dr. Christof Hettich (“Dr. Hettich”)

Dr. Mathias Hothum (“Dr. Hothum”)

 

Item 2(b) Address or principal business office or, if none, residence:

The address of the principal business office of dievini, Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum is c/o dievini Hopp BioTech holding GmbH & Co. KG, Johann-Jakob-Astor Straße 57, 69190 Walldorf, Germany.

The address of the principal business office of DH-Capital GmbH & Co. KG and OH Beteiligungen GmbH & Co. KG is Heidelberger Straße 43, 69168 Wiesloch, Germany.

The address of the principal business office of Oliver Hopp is Johann-Jakob-Astor-Straße 59, 69190 Walldorf, Germany.

The address of the principal business office of Daniel Hopp is Johann-Jakob-Astor-Straße 57, 69190 Walldorf, Germany.

 

Item 2(c) Citizenship:

 

Name

  

Citizenship or Place of Organization

dievini    Germany
DH-Capital    Germany
OH Beteiligungen    Germany
Dietmar Hopp    Germany
Oliver Hopp    Germany
Daniel Hopp    Germany
Dr. von Bohlen    Germany
Dr. Hettich    Germany
Dr. Hothum    Germany


CUSIP NO. H00263105   13 G   Page 12 of 14 Pages

 

Item 2(d) Title of class of securities:

Common shares, nominal value CHF 0.02 per share

 

Item 2(e) CUSIP No.:

H00263105

 

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

 

Item 4 Ownership

The following information with respect to the ownership of common shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016.

 

Reporting Persons

   Common
Shares Held
Directly
    Sole Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage of
Class(1)
 

dievini Hopp BioTech holding GmbH & Co. KG(2)

     18,041,000        0         18,041,000         0         18,041,000         18,041,000         32.0

DH-Capital GmbH & Co. KG(3)

     0        0         18,041,000         0         18,041,000         18,041,000         32.0

OH Beteiligungen GmbH & Co. KG(3)

     0        0         18,041,000         0         18,041,000         18,041,000         32.0

Dietmar Hopp(3)(4)

     0        0         18,041,000         0         18,041,000         18,041,000         32.0

Oliver Hopp(3)

     0        0         18,041,000         0         18,041,000         18,041,000         32.0

Daniel Hopp(5)

     0        0         18,041,000         0         18,041,000         18,041,000         32.0

Prof. Dr. Friedrich von Bohlen und Halbach(3)(4)

     78,750 (6)      78,750         18,041,000         78,750         18,041,000         18,119,750         32.2

Prof. Dr. Christof Hettich(3)(4)

     174,750 (6)      174,750         18,041,000         174,750         18,041,000         18,215,750         32.4

Dr. Mathias Hothum(4)

     51,250 (7)      51,250         18,041,000         51,250         18,041,000         18,092,250         32.1 %(8) 

 

  (1) This percentage is calculated based on 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
  (2) 18,041,000 common shares of the Issuer are held of record by dievini.
  (3) DH-Capital, OH Beteiligungen, Dr. von Bohlen and Dr. Hettich are collectively the holders of 100% of the limited partner interest in dievini. DH-Capital and OH Beteiligungen each hold a 40% limited partner interest in dievini and therefore, control the voting and dispositive decisions of dievini together and may be deemed to beneficially own the shares held by dievini. Dietmar Hopp and Oliver Hopp are the ultimate controlling persons of dievini, DH-Capital and OH Beteiligungen, and control the voting and investment decisions of the ultimate parent company of dievini and therefore, may be deemed to beneficially own the shares held by dievini by virtue of their status as controlling persons of dievini.
  (4) The sole general partner of dievini with the authorization to represent is dievini Verwaltungs GmbH; however, 100% of the shares of dievini Verwaltungs GmbH are held by dievini so dievini Verwaltungs GmbH is not considered to have control over dievini. The managing directors of dievini Verwaltungs GmbH are Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum. Voting and dispositive decisions made within dievini Verwaltungs GmbH regarding the securities held by dievini are made by at least two managing directors acting together; however, Dietmar Hopp is entitled to represent dievini Verwaltungs GmbH solely. Therefore, in their capacity as managing directors, Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum share voting and dispositive power over the shares held by dievini, and may be deemed to beneficially own such shares held by dievini; however, each of Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum disclaims beneficial ownership of the shares held by dievini except to the extent of their pecuniary interests therein.
  (5) Daniel Hopp is managing director of the general partner of DH-Capital with the sole power of representation and therefore he is entitled to make voting and dispositive decisions solely. Therefore, by virtue of his position, Daniel Hopp may be deemed to beneficially own such shares held by dievini; however, Daniel Hopp disclaims beneficial ownership of the shares held by dievini except to the extent of his pecuniary interests therein.
  (6) Represents shares held through personal accounts, of which the holder has sole voting and dispositive power.
  (7) Represents (i) 36,500 shares held directly by Dr. Hothum through his personal accounts, of which he has sole voting and dispositive power and (ii) 14,750 common shares issuable upon the exercise of options to purchase common shares that are exercisable within 60 days of December 31, 2016 held by Dr. Hothum.
  (8) This percentage is calculated based on (i) 56,296,042 shares of the Issuer’s common shares reported to be issued and outstanding immediately after the consummation of the Issuer’s initial public offering (including shares issued in connection with the underwriters’ overallotment option to purchase up to 900,000 additional common shares in connection with the Issuer’s initial public offering), as reported by the Issuer in its final prospectus for its initial public offering dated as of September 22, 2016 as filed with the Securities and Exchange Commission on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended and (ii) assumes the 14,750 common shares underlying the options to purchase common shares held by Dr. Hothum are deemed outstanding pursuant to Rule 13d-3(d)(1)(i).


CUSIP NO. H00263105   13 G   Page 13 of 14 Pages

 

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:  

 

Item 6 Ownership of More than Five 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.


CUSIP NO. H00263105   13 G   Page 14 of 14 Pages

 

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.

Dated: February 14, 2017

 

DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
By:   dievini Verwaltungs GmbH
  its General Partner
By:  

/s/ Dr. Marc Hauser

  Name:    Dr. Marc Hauser
  Title:      Attorney-in-fact
DH-CAPITAL GMBH & CO. KG
By:   BW Verwaltungs GmbH
  its General Partner
By:  

/s/ Dr. Marc Hauser

  Name:    Dr. Marc Hauser
  Title:      Attorney-in-fact
OH BETEILIGUNGEN GMBH & CO. KG
By:   OH Verwaltungs GmbH
  its General Partner
By:  

/s/ Dr. Marc Hauser

  Name:    Dr. Marc Hauser
  Title:      Attorney-in-fact

/s/ Dr. Marc Hauser as attorney-in-fact

DIETMAR HOPP

/s/ Dr. Marc Hauser as attorney-in-fact

OLIVER HOPP

/s/ Dr. Marc Hauser as attorney-in-fact

DANIEL HOPP

/s/ Dr. Marc Hauser as attorney-in-fact

FRIEDRICH VON BOHLEN UND HALBACH

/s/ Dr. Marc Hauser as attorney-in-fact

CHRISTOF HETTICH

/s/ Dr. Marc Hauser as attorney-in-fact

MATHIAS HOTHUM

Exhibit(s):    

1 – Power of Attorney

2 - Joint Filing Statement

EX-99.1

EXHIBIT 1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each of the undersigned hereby constitutes and appoints Dr. Marc Hauser, Dr. Christina Eschenfelder and Dr. Matthias Uhl of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB, Harrlachweg 4, 68163 Mannheim, signing individually, the undersigned’s true and lawful attorneys-in-fact and agents with respect to the undersigned’s holdings of and transactions in securities issued by AC Immune SA (the “Company”) to:

 

  (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) filings pursuant to Section 13 (Schedule 13D and Schedule 13G), as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) with respect to the securities of the Company in accordance with Section 13 of Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any and all rules and regulations thereunder;

 

  (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Schedule 13D and Schedule 13G, as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) and file the same with the SEC and any stock exchange, self-regulatory association or any other authority; and

 

  (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act and the rules and regulations thereunder.

This Power of Attorney shall remain in full force and effect until the earlier of (i) the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company or (ii) or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to perform the function in connection with which he/she was appointed attorney-in-fact or to be an employee of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB or one of its affiliates, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in fact.

[Signatures on Following Page]


IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 13th day of February, 2017.

 

DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
By:   dievini Verwaltungs GmbH
  its General Partner
By:  

/s/ Dietmar Hopp

  Name:     Dietmar Hopp
  Title:       Managing Director

By:

 

/s/ Mathias Hothum

  Name:     Mathias Hothum
  Title:       Managing Director
DH-CAPITAL GMBH & CO. KG
By:   BW Verwaltungs GmbH
  its General Partner
By:  

/s/ Dietmar Hopp

  Name:     Dietmar Hopp
  Title:       Managing Director
OH BETEILIGUNGEN GMBH & CO. KG
By:   OH Verwaltungs GmbH
  its General Partner
By:  

/s/ Oliver Hopp

  Name:     Oliver Hopp
  Title:       Managing Director

/s/ Dietmar Hopp

DIETMAR HOPP

/s/ Oliver Hopp

OLIVER HOPP

/s/ Daniel Hopp

DANIEL HOPP

/s/ Dr. Friedrich von Bohlen und Halbach

FRIEDRICH VON BOHLEN UND HALBACH

/s/ Christof Hettich

CHRISTOF HETTICH

/s/ Mathias Hothum

MATHIAS HOTHUM
EX-99.2

EXHIBIT 2

JOINT FILING STATEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares of AC Immune SA and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Each party to this Joint Filing Agreement agrees that this Joint Filing Agreement may be signed in counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be executed as of this 14th day of February, 2017.

 

DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
By:   dievini Verwaltungs GmbH
  its General Partner
By:  

/s/ Dr. Marc Hauser

  Name:     Dr. Marc Hauser
  Title:       Attorney-in-fact
DH-CAPITAL GMBH & CO. KG
By:   BW Verwaltungs GmbH
  its General Partner
By:  

/s/ Dr. Marc Hauser

  Name:     Dr. Marc Hauser
  Title:       Attorney-in-fact
OH BETEILIGUNGEN GMBH & CO. KG
By:   OH Verwaltungs GmbH
  its General Partner
By:  

/s/ Dr. Marc Hauser

  Name:     Dr. Marc Hauser
  Title:       Attorney-in-fact

/s/ Dr. Marc Hauser as attorney-in-fact

DIETMAR HOPP

/s/ Dr. Marc Hauser as attorney-in-fact

OLIVER HOPP

/s/ Dr. Marc Hauser as attorney-in-fact

DANIEL HOPP

/s/ Dr. Marc Hauser as attorney-in-fact

FRIEDRICH VON BOHLEN UND HALBACH

/s/ Dr. Marc Hauser as attorney-in-fact

CHRISTOF HETTICH

/s/ Dr. Marc Hauser as attorney-in-fact

MATHIAS HOTHUM