EcoR1 Capital Amends Galapagos NV Filing

TL;DR

EcoR1 Capital updated its Galapagos NV filing. Keep an eye on this one.

AI Summary

EcoR1 Capital, LLC, through its funds ECOR1 CAPITAL FUND L.P. and ECOR1 CAPITAL FUND QUALIFIED, L.P., has filed an amendment (Amendment No. 1) to its Schedule 13D on October 8, 2024, regarding its holdings in Galapagos NV. The filing indicates a change in the group members and potentially their beneficial ownership, though specific new holdings or changes in percentage are not detailed in this excerpt.

Why It Matters

This amendment signals a potential shift in the investment strategy or stake of a significant shareholder in Galapagos NV, which could influence the company's stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant shareholder positions, which can lead to increased volatility.

Key Players & Entities

• EcoR1 Capital, LLC (company) — Filing entity
• ECOR1 CAPITAL FUND L.P. (company) — Group member
• ECOR1 CAPITAL FUND QUALIFIED, L.P. (company) — Group member
• Oleg Nodelman (person) — Principal of EcoR1 Capital, LLC
• Galapagos NV (company) — Subject company
• Richard M. Brand (person) — Legal counsel
• Cadwalader, Wickersham & Taft LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $353,195,707.22 — unds for an aggregate purchase price of $353,195,707.22 including fees and expenses, excluding
• $293,693.40 — ADS Conversion ”), the Funds paid $293,693.40 in fees to the Depositary. The source o

Filing Documents

• tm2425722d1_sc13da.htm (SC 13D/A) — 57KB
• tm2425722d1_ex99-2.htm (EX-99.2) — 62KB
• 0001104659-24-107055.txt ( ) — 121KB

of the Schedule 13D is hereby amended and restated in its

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: All of the Shares reported herein were purchased by the Funds for an aggregate purchase price of $353,195,707.22 including fees and expenses, excluding fees with respect to the conversion of ADSs to Ordinary Shares. In connection with the surrender of certain ADSs held by the Funds and withdrawal of ordinary shares of the Issuer from Citibank, N.A., as depositary (the “ Depositary ” and such exchange, the “ ADS Conversion ”), the Funds paid $293,693.40 in fees to the Depositary. The source of funds used by the Funds to purchase such Shares and to effect the ADS Conversion was derived from the capital of the Funds. The response to Item 5 of the Schedule 13D is incorporated herein by reference. Unless noted above, no part of the purchase price for such Shares was borrowed by any Reporting Person for the purpose of acquiring, holding, trading or voting any securities discussed in this Item 3. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented to add the following information to the end thereof: On October 6, 2024, the Board agreed to appoint Mr. Nodelman to the Board as a non-executive non-independent director, effective October 7, 2024, and to nominate and recommend Mr. Nodelman for appointment as director with a term of four years at the next meeting of shareholders of the Issuer. The response to Item 5 of the Schedule 13D is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety as follows: (a), (b) EcoR1 and Mr. Nodelman each may be deemed to beneficially own an aggregate of 7,094,049 Shares (the “ Subject Shares ”), representing approximately 10.77% of the outstanding Shares based on 65,897,071 Shares outstanding as of December 31, 2023, as reported in the Issuer’s F

is hereby amended and supplemented to add the following exhibits

Item 7 is hereby amended and supplemented to add the following exhibits: Exhibit 99.2 Trading Data.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 8, 2024 EcoR1 CAPITAL, LLC By: /s/ Oleg Nodelman Name: Oleg Nodelman Title: Manager Date: October 8, 2024 OLEG NODELMAN By: /s/ Oleg Nodelman Oleg Nodelman Date: October 8, 2024 EcoR1 CAPITAL FUND QUALIFIED, L.P. By: EcoR1 Capital, LLC, General Partner By: /s/ Oleg Nodelman Name: Oleg Nodelman Title: Manager Date: October 8, 2024 EcoR1 CAPITAL FUND, L.P. By: EcoR1 Capital, LLC, General Partner By: /s/ Oleg Nodelman Name: Oleg Nodelman Title: Manager

View Full Filing

View this SC 13D/A filing on SEC EDGAR