Gilead Sciences Files SC 13D/A Amendment for Galapagos NV

TL;DR

Gilead updated its Galapagos NV stake filing (SC 13D/A #3).

AI Summary

Gilead Sciences, Inc. filed an amendment (No. 3) to its Schedule 13D on April 30, 2024, regarding its holdings in Galapagos NV. The filing indicates a change in the beneficial ownership of Galapagos NV's ordinary shares by Gilead Sciences, Inc. The specific details of the change in ownership percentage or number of shares are not explicitly stated in this excerpt, but the amendment signifies an update to Gilead's reporting obligations.

Why It Matters

This filing is important as it signals a change in the significant ownership stake held by Gilead Sciences in Galapagos NV, potentially impacting the latter's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in strategy or potential future actions that could affect the company's stock.

Key Players & Entities

• Gilead Sciences, Inc. (company) — Filing entity and significant shareholder
• Galapagos NV (company) — Issuer of securities
• April 30, 2024 (date) — Date of event requiring filing

FAQ

Filing Documents

• d829072dsc13da.htm (SC 13D/A) — 75KB
• d829072dex991.htm (EX-99.1) — 4KB
• d829072dex992.htm (EX-99.2) — 125KB
• 0001193125-24-129680.txt ( ) — 206KB

is hereby amended and supplemented with the addition of the following

Item 3 is hereby amended and supplemented with the addition of the following: This Schedule 13D/A is being filed to report the issuance of the Subsequent Warrant B to A1 pursuant to the previously disclosed Subscription Agreement. On April 30, 2024, the Issuer issued the Subsequent Warrant B to A1 pursuant to the terms of the Subscription Agreement. The Subsequent Warrant B is intended as a continuation of the previously disclosed Initial Gilead Warrant B of the Issuer (the Initial Warrant B ), which was issued to A1 on October 22, 2019 and will expire on August 23, 2024. References to the Warrant herein refer to the Subsequent Warrant B or the Initial Warrant B or both, as the context demands. holder thereof to subscribe, during the entire term of the Subsequent Warrant B, upon each exercise of the Subsequent Warrant B, for a maximum number of shares that is sufficient to bring the number of shares owned by the Reporting Persons and any of their affiliates and any other party Acting in Concert (as defined in the Subscription Agreement) with the Reporting Persons or any of their affiliates to 29.9% of the actually issued and outstanding shares immediately after the issue of the shares that are to be issued upon the relevant exercise of the Subsequent Warrant B (rounded down to the nearest whole share) (the Warrant Limit B ). The Subsequent Warrant B has a term starting as of April 30, 2024 and ending at 11:59 p.m. (local time in Brussels, Belgium) on April 29, 2029. The Subsequent Warrant B is exercisable at any time beginning at 11:59 p.m. (local time in Brussels, Belgium) on August 23, 2024. The Subsequent Warrant B can be exercised at one or several occasions during the entire term of the Subsequent Warrant B, but not more than once per period of three (3) months, subject to certain exceptions. The Subsequent Warrant B remains outstanding for the remaining duration of it

is hereby amended and supplemented with the addition of the following

Item 4 is hereby amended and supplemented with the addition of the following: The information set forth in Items 3 and 6 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 4. The acquisition of the Subsequent Warrant B disclosed in this Schedule 13D/A was made for investment purposes in connection with the previously disclosed Subscription Agreement and Option, License and Collaboration Agreement, dated as of July 14, 2019 (the Collaboration Agreement ), between Gilead and the Issuer. Item5. Interest in Securities of the Issuer.

is hereby amended and restated as follows

Item 5 is hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D/A and the information set forth or incorporated in Items 2 and 3 of the Schedule 13D, as amended by this Schedule 13D/A, is incorporated by reference in its entirety into this Item 5. 5 (a)-(b) A1 holds and beneficially owns 20,981,010 Ordinary Shares of the Issuer (which consists of the 16,707,477 Ordinary Shares that A1 beneficially owned prior to the issuance of the Subsequent Warrant B and the 4,273,533 Ordinary Shares that A1 can purchase pursuant to the terms of the Warrant based on the 65,897,071 Ordinary Shares issued and outstanding as of December 31, 2023, as reported in the Form 20-F). As A1 is a wholly-owned subsidiary of Gilead, Gilead beneficially owns the same 20,981,010 Ordinary Shares of the Issuer. Pursuant to Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to beneficially own the following: Reporting Persons Shares Held Directly Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Beneficial Percentage of Class Gilead Sciences, Inc. 20,981,010 20,981,010 20,981,010 29.9 % Gilead Therapeutics A1 Unlimited Company 20,981,010 20,981,010 20,981,010 20,981,010 29.9 % (c) Except as set forth in Item 3 of this Schedule 13D/A and this Item 5 or as previously disclosed in the Schedule 13D, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Item 2 of the Schedule 13D has effected any transaction in Ordinary Shares during the past 60 days. (d) No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. (e) Not applicable. Item6. Contracts, Arrangements, Unde

is hereby amended and supplemented with the addition of the following

Item 6 is hereby amended and supplemented with the addition of the following: On April 30, 2024, the Issuer issued the Subsequent Warrant B to A1 pursuant to the terms of the Subscription Agreement. Based on the 65,897,071 Ordinary Shares issued and outstanding as of December 31, 2023, as reported in the Form 20-F, A1 would be entitled to purchase up to 4,273,533 Ordinary Shares pursuant to the terms of the Warrant, as reported in the March 29 Form 6-K. As previously disclosed, pursuant to the terms of the Subscription Agreement, until the date that is 10 years following the date on which the closing occurs (or the termination of the Collaboration Agreement, if earlier, other than due to Issuer breach), subject to extension in certain circumstances, A1 will have the right to have two designees appointed to the Issuers Board of Directors (the Issuer Board ). From the date that is 10 years following the date on which the closing occurs (or the termination of the Collaboration Agreement, if earlier, other than due to Issuer breach), subject to extension in certain circumstances, until the date that Gilead and its affiliates and any party acting in concert with them cease to own, directly or indirectly, at least 20% of the then outstanding shares of the Issuer on a non-diluted basis, A1 will have the right to have one designee appointed to the Issuer Board. On October 22, 2019, upon the approval of the Issuers shareholders, Daniel ODay and Linda Higgins were appointed to the Issuer Board as A1s director designees. On March 26, 2024, Andrew Dickinson was appointed to the Issuer Board as a director designee of A1, replacing Mr. ODay. The foregoing description of the Subsequent Warrant B is not complete and is subject to and qualified in its entirety by reference to the form of such document, which is attached as Exhibit 99.2 and incorporated herein by reference. 6 Item7. Material to be Filed as Exhibits.

is hereby amended and supplemented with the addition of the following

Item 7 is hereby amended and supplemented with the addition of the following: Exhibit No. 99.1 Joint Filing Agreement, dated May 2, 2024, between Gilead Sciences, Inc. and Gilead Therapeutics A1 Unlimited Company. 99.2 Form of Terms and Conditions of the Subsequent Gilead Warrant B 7 SCHEDULE I All addresses are c/o Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California, 94404. Name Title Citizenship Principal Occupation Daniel P. ODay Chief Executive Officer, Chairman and Director United States * Jacqueline K. Barton, Ph.D. Director United States Professor Emerita, California Institute of Technology Jeffrey A. Bluestone, Ph.D. Director United States President and Chief Executive Officer, Sonoma Biotherapeutics, Inc. Sandra J. Horning, M.D. Director United States Retired Chief Medical Officer, Roche, Inc. Kelly A. Kramer Director United States Retired Executive Vice President and Chief Financial Officer, Cisco Systems, Inc. Kevin E. Lofton Director United States Retired Chief Executive Officer, Common Spirit Health Ted W. Love, M.D. Director United States Chair of Board of Directors, Biotechnology Innovation Organization Harish Manwani Director Singapore Senior Operating Partner, Blackstone; Retired Chief Operating Officer, Unilever Javier J. Rodriguez Director Mexico Chief Executive Officer, DaVita, Inc. Anthony Welters Director United States Chairman and Chief Executive Officer, CINQ Care; Retired Senior Advisor to the Office of CEO, UnitedHealth Group Andrew D. Dickinson Chief Financial Officer United States * Johanna Mercier Chief Commercial Officer United States * Merdad V. Parsey, M.D., Ph.D. Chief Medical Officer United States * Deborah H. Telman Executive Vice President of Corporate Affairs and General Counsel United States * * The present principal occupation for each of these individuals is officer of Gile

SIGNATURES

SIGNATURES 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: May 2, 2024 Gilead Sciences, Inc. By: /s/ Andrew D. Dickinson Name: Andrew D. Dickinson Title: Executive Vice President and Chief Financial Officer Gilead Therapeutics A1 Unlimited Company By: /s/ Aoife Marrinan Name: Aoife Marrinan Title: Director

View Full Filing

View this SC 13D/A filing on SEC EDGAR