View:
Download DOC
Download PDF
Download XLS
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 19341
ProQR Therapeutics N.V.
(Name of Issuer)
Ordinary Shares, nominal value €0.04 per share
(Title of Class of Securities)
N71542109
(CUSIP Number)
July 3, 2017
(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)
[X]  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. N71542109
1
NAME OF REPORTING PERSONS
 
 
Invus Public Equities, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Bermuda
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,500,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,500,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,500,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
CUSIP No. N71542109
1
NAME OF REPORTING PERSONS
 
 
Invus Public Equities Advisors, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,500,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,500,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,500,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
CUSIP No. N71542109
1
NAME OF REPORTING PERSONS
 
 
Artal International S.C.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Luxembourg
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,500,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,500,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,500,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
CUSIP No. N71542109
1
NAME OF REPORTING PERSONS
 
 
Artal International Management S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Luxembourg
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,500,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,500,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,500,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
CUSIP No. N71542109
1
NAME OF REPORTING PERSONS
 
 
Artal Group S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Luxembourg
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,500,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,500,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,500,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
CUSIP No. N71542109
1
NAME OF REPORTING PERSONS
 
 
Westend S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Luxembourg
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,500,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,500,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,500,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
CUSIP No. N71542109
1
NAME OF REPORTING PERSONS
 
 
Stichting Administratiekantoor Westend
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
The Netherlands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,500,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,500,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,500,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
CUSIP No. N71542109
1
NAME OF REPORTING PERSONS
 
 
Mr. Pascal Minne
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Belgium
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,500,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,500,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,500,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
Item 1.
 
(a).  Name of Issuer
         ProQR Therapeutics N.V. (the “Issuer”)
 
(b).  Address of Issuer’s Principal Executive Offices:
         Zernikedreef 9, 2333 CK Leiden, The Netherlands
 
 
Item 2(a). 
Item 2(b). 
Item 2(c).
 
Name of Person Filing
Address of Principal Business Office
Citizenship
 
(i) Invus Public Equities, L.P. (“Invus Public Equities”)
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
 
(ii) Invus Public Equities Advisors, LLC (“Invus Advisors”)
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
 
(iii) Artal International S.C.A. (“Artal International”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg limited partnership
 
(iv) Artal International Management S.A. (“Artal International Management”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg société anonyme
 
(v) Artal Group S.A. (“Artal Group”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg société anonyme
 
(vi) Westend S.A. (“Westend”)
10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg
Citizenship: Luxembourg société anonyme
 
(vii) Stichting Administratiekantoor Westend (the “Stichting”)
Ijsselburcht 3 NL-6825 BS Arnhem, The Netherlands
Citizenship: Netherlands foundation
 
(viii) Mr. Pascal Minne
Rue de l’Industrie 44, B-1000, Bruxelles, Belgium
Citizenship: Belgium
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
 
Item 2(d).
 
Title of Class of Securities:
 
Ordinary Shares, nominal value €0.04 per share (the “Shares”)
 
Item 2(e).
 
CUSIP Number:  N71542109
 
Item 3.
 
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
 
Item 4.
 
Ownership.
(a) Amount beneficially owned:
As of July 3, 2017, each of the Reporting Persons may be deemed the beneficial owner of 1,500,000 Shares held for the account of Invus Public Equities.
(b) Percent of class:
As of July 3, 2017, each of the Reporting Persons may be deemed the beneficial owner of approximately 6.0% of Shares outstanding. (There were 23,865,145 Shares outstanding as of March 31, 2017 according to the Issuer’s Report on Form 6-K, filed with the Securities and Exchange Commission on May 17, 2017. Based on information provided by the Issuer, an additional 1,200,000 Shares were issued by the Issuer in a registered direct offering on July 3, 2017.)
(c) Number of Shares as to which the Reporting Person has:
Invus Public Equities, Invus Advisors, Artal International, Artal International Management, Artal Group, Westend, The Stichting and Mr. Minne:
 
(i)    Sole power to vote or to direct the vote:
1,500,000
(ii)   Shared power to vote or to direct the vote:
0
(iii)  Sole power to dispose or to direct the disposition of:
1,500,000
(iv)   Shared power to dispose or to direct the disposition of:
0
 
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.
This Item 6 is not applicable.
 
Item 7.
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
This Item 7 is not applicable.
 
Item 8.
 
Identification and Classification of Members of the Group.
This Item 8 is not applicable.
 
Item 9.
 
Notice of Dissolution of Group.
This Item 9 is not applicable.
 
Item 10.
 
Certification.
 
Each of the Reporting Persons hereby makes the following certification:

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.

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.
INVUS PUBLIC EQUITIES, L.P.
 
By: INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner
   
By:
  
/s/ Raymond Debbane
Name:
 
Raymond Debbane
Title:
 
President
 
INVUS PUBLIC EQUITIES ADVISORS, LLC
   
By:
 
/s/ Raymond Debbane
Name:
 
Raymond Debbane
Title:
 
President
 
ARTAL INTERNATIONAL S.C.A.
 
By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner
   
By:
  
/s/ Anne Goffard
Name:
 
Anne Goffard
Title:
 
Managing Director
 
ARTAL INTERNATIONAL MANAGEMENT S.A.
   
By:
 
/s/ Anne Goffard
Name:
 
Anne Goffard
Title:
 
Managing Director
 
ARTAL GROUP S.A.
   
By:
  
/s/ Anne Goffard
Name:
 
Anne Goffard
Title:
 
Authorized Person
 
WESTEND S.A.
 
By:
  
/s/ Pascal Minne
Name:
 
Pascal Minne
Title:
 
Director
 
STICHTING ADMINISTRATIEKANTOOR WESTEND
 
By:
  
/s/ Pascal Minne
Name:
 
Pascal Minne
Title:
 
Sole Member of the Board
 
MR. PASCAL MINNE
 
/s/ Pascal Minne

Dated: July 5, 2017