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SC 13G/A Form - [Amend] Statement of acquisition of beneficial ownership by individuals - Boxer Capital, LLC (0001465837) (Filed by)

SC 13G/A1d819673dsc13ga.htmSC 13G/ASC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

DBVTechnologies S.A.

(Name of Issuer)

Ordinary shares, €0.10 nominal value per share

(Title of Class of Securities)

23306J101 (American Depositary Shares, each representing one-half of one Ordinary Share)

(CUSIP Number)

October 9, 2019

(Date of Event which Requires Filing of this Statement)

 

 

Check theappropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule13d-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 formwith respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the SecuritiesExchange 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).

 

 

 


Page 2 of 8

 

CUSIP No. 23306J101

 

  1   

  Name of reporting persons.

 

  Boxer Capital, LLC

  2   

  Check the appropriate boxif a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3   

  SEC use only.

 

  4   

  Citizenship or place oforganization.

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  Sole voting power.

 

  -0-

 6    

  Shared voting power.

 

  3,192,299*

 7    

  Sole dispositive power.

 

  -0-

 8    

  Shared dispositive power.

 

  3,192,299*

  9   

  Aggregate amount beneficially owned by each reporting person.

 

  3,192,299*

10   

  Check box if the aggregateamount in row (9) excludes certain shares (see instructions).

 

  ☐

11   

  Percent of classrepresented by amount in row (9).

 

  6.8%**

12   

  Type of reportingperson

 

   OO

 

*

Comprised of ordinary shares held through American Depository Shares, each of which represents one-half of an ordinary share.

**

Based on 45,641,843 ordinary shares outstanding as set forth in the Issuer’s prospectus supplement filedwith the Securities and Exchange Commission on October 9, 2019, plus 1,368,667 ordinary shares to be issued pursuant to the exercise of the underwriters’ option to purchase additional shares as described in the prospectus supplement.


Page 3 of 8

 

CUSIP No. 23306J101

 

  1   

  Name of reporting persons.

 

Boxer Asset Management Inc.

  2   

  Check the appropriate boxif a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3   

  SEC use only.

 

  4   

  Citizenship or place oforganization.

 

Bahamas

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  Sole voting power.

 

  -0-

 6    

  Shared voting power.

 

  3,192,299*

 7    

  Sole dispositive power.

 

  -0-

 8    

  Shared dispositive power.

 

  3,192,299*

  9   

  Aggregate amount beneficially owned by each reporting person.

 

  3,192,299*

10   

  Check box if the aggregateamount in row (9) excludes certain shares (see instructions).

 

  ☐

11   

  Percent of classrepresented by amount in row (9).

 

  6.8%**

12   

  Type of reportingperson

 

  CO

 

*

Comprised of ordinary shares held through American Depository Shares, each of which represents one-half of an ordinary share.

**

Based on 45,641,843 ordinary shares outstanding as set forth in the Issuer’s prospectus supplement filedwith the Securities and Exchange Commission on October 9, 2019, plus 1,368,667 ordinary shares to be issued pursuant to the exercise of the underwriters’ option to purchase additional shares as described in the prospectus supplement.


Page 4 of 8

 

CUSIP No. 23306J101

 

  1   

  Name of reporting persons.

 

  Joe Lewis

  2   

  Check the appropriate boxif a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3   

  SEC use only.

 

  4   

  Citizenship or place oforganization.

 

UnitedKingdom

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  Sole voting power.

 

  -0-

 6    

  Shared voting power.

 

  3,192,299*

 7    

  Sole dispositive power.

 

  -0-

 8    

  Shared dispositive power.

 

  3,192,299*

  9   

  Aggregate amount beneficially owned by each reporting person.

 

  3,192,299*

10   

  Check box if the aggregateamount in row (9) excludes certain shares (see instructions).

 

  ☐

11   

  Percent of classrepresented by amount in row (9).

 

  6.8%**

12   

  Type of reportingperson

 

   IN

 

*

Comprised of ordinary shares held through American Depository Shares, each of which represents one-half of an ordinary share.

**

Based on 45,641,843 ordinary shares outstanding as set forth in the Issuer’s prospectus supplement filedwith the Securities and Exchange Commission on October 9, 2019, plus 1,368,667 ordinary shares to be issued pursuant to the exercise of the underwriters’ option to purchase additional shares as described in the prospectus supplement.


Page 5 of 8

 

CUSIP No. 23306J101

 

  1   

  Name of reporting persons.

 

  MVA Investors, LLC

  2   

  Check the appropriate boxif a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3   

  SEC use only.

 

  4   

  Citizenship or place oforganization.

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  Sole voting power.

 

  -0-

 6    

  Shared voting power.

 

  26,745*

 7    

  Sole dispositive power.

 

  -0-

 8    

  Shared dispositive power.

 

  26,745*

  9   

  Aggregate amount beneficially owned by each reporting person.

 

  26,745*

10   

  Check box if the aggregateamount in row (9) excludes certain shares (see instructions).

 

  ☐

11   

  Percent of classrepresented by amount in row (9).

 

  0.1%**

12   

  Type of reportingperson

 

   OO

 

*

Comprised of ordinary shares held through American Depository Shares, each of which represents one-half of an ordinary share.

**

Based on 45,641,843 ordinary shares outstanding as set forth in the Issuer’s prospectus supplement filedwith the Securities and Exchange Commission on October 9, 2019, plus 1,368,667 ordinary shares to be issued pursuant to the exercise of the underwriters’ option to purchase additional shares as described in the prospectus supplement.


Page 6 of 8

 

This Amendment No. 2 (“Amendment No. 2”) amends and supplements thestatement on Schedule 13G initially filed on December 20, 2018 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”) and Joe Lewis, as amended byAmendment No. 1 filed on February 14, 2019 by Boxer Capital, Boxer Management and Joe Lewis. This Amendment No. 2 serves as the original filing for MVA Investors, LLC (“MVA Investors” and together with Boxer Capital, BoxerManagement and Joe Lewis, the “Reporting Persons”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and notdefined in this Amendment No. 2 have the meanings set forth in the Original Filing, as amended.

Item 1(a). Name of Issuer:

DBV Technologies S.A. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

177-181 Avenue Pierre Brossolette

92120 Montrouge, France

Item 2(a). Nameof Person Filing:

This Schedule 13G is jointly filed by the Reporting Persons. Boxer Management is the managing member and majorityowner of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management. MVA Investors is the independent, personal investment vehicle of certain employees of Boxer Capital, and is controlled by employees of BoxerCapital that are members of MVA Investors. As such, MVA Investors is not controlled by any of the other Reporting Persons.

Item 2(b). Address ofPrincipal Business Office, or, if none, Residence:

The principal business address of Boxer Capital and MVA Investors is: 11682 ElCamino Real, Suite 320, San Diego, CA 92130. The principal business address of Boxer Management and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.

Item 2(c). Citizenship:

BoxerCapital is a limited liability company organized under the laws of Delaware. Boxer Management is a corporation organized under the laws of the Bahamas. Joe Lewis is a citizen of the United Kingdom. MVA Investors is a limited liability companyorganized under the laws of Delaware.

Item 2(d). Title of Class of Securities:

Ordinary shares, €0.10 nominal value per share (the “Ordinary Shares”). The Ordinary Shares are represented by AmericanDepositary Shares, each American Depositary Share representing one-half of an Ordinary Share (“ADSs”).

Item 2(e). CUSIP Number:

23306J101

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or13d-2(b) or (c), check whether the person filing is a:

Not applicable.


Page 7 of 8

 

Item 4. Ownership.

 

 (a)

Amount beneficially owned:

Boxer Capital, Boxer Management and Joe Lewis beneficially own 3,192,299 Ordinary Shares. MVA Investors beneficially owns 26,745 OrdinaryShares. The Reporting Persons may be deemed to beneficially own 3,219,044 Ordinary Shares in the aggregate. The Ordinary Shares beneficially owned by the Reporting Persons in the aggregate are owned through 6,438,088 ADSs.

 

 (b)

Percent of class:

The number of Ordinary Shares beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represents 6.8% of the Issuer’soutstanding Ordinary Shares. The number of Ordinary Shares beneficially owned by MVA Investors represents 0.1% of the Issuer’s outstanding Ordinary Shares. The number of Ordinary Shares beneficially owned by the Reporting Persons in theaggregate represents 6.8% of the Issuer’s outstanding Ordinary Shares. All percentages are based on 45,641,843 Ordinary Shares outstanding as set forth in the Issuer’s prospectus supplement filed with the Securities and Exchange Commissionon October 9, 2019, plus 1,368,667 ordinary shares to be issued pursuant to the exercise of the underwriters’ option to purchase additional shares as described in the prospectus supplement.

 

 (c)

Number of Ordinary Shares as to which such person has:

 

 (i)

Sole power to vote or to direct the vote:

MVA Investors has sole power to vote or to direct the vote of the 26,745 Ordinary Shares it beneficially owns.

 

 (ii)

Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 3,192,299 Ordinary Shares theybeneficially own.

 

 (iii)

Sole power to dispose or to direct the disposition of:

MVA Investors has sole power to dispose or to direct the disposition of the 26,745 Ordinary Shares it beneficially owns.

 

 (iv)

Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 3,192,299 Ordinary Shares theybeneficially own.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership ofMore than Five Percent on Behalf of Another Person.

Only Boxer Capital has the right to receive dividends and the proceeds from thesale of the Ordinary Shares held by Boxer Capital. Only MVA Investors has the right to receive dividends and the proceeds from the sale of the Ordinary Shares held by MVA Investors.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or ControlPerson.

Not applicable.


Page 8 of 8

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice ofDissolution of Group.

Not applicable.

Item 10. Certification.

(c) Bysigning 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 securitiesand 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.

Exhibits

 

    1

    Joint Filing Agreement, dated October 11, 2019, among the Reporting Persons.


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.

October 11, 2019

 

BOXER CAPITAL, LLC
By: 

/s/ Aaron I. Davis

Name: Aaron I. Davis
Title: Chief Executive Officer
BOXER ASSET MANAGEMENT INC.
By: 

/s/ Jason Callender

Name: Jason Callender
Title: Director
JOSEPH C. LEWIS

/s/ Joseph C. Lewis

Joseph C. Lewis, Individually
MVA INVESTORS, LLC
By: 

/s/ Aaron I. Davis

Name: Aaron I. Davis
Title: Chief Executive Officer