SC 13G: INCYTE CORP

AI Summary

SC 13G filing by INCYTE CORP.

Risk Assessment

Risk Level: low

Filing Documents

• tm249746d1_sc13g.htm (SC 13G) — 32KB
• 0001104659-24-038500.txt ( ) — 34KB

(a)

Item 1(a) Name of Issuer: Merus N.V. (“Merus”)

(b)

Item 1(b) Address of Issuer’s Principal Executive Offices: Uppsalalaan 17, 3584 CT Utrecht, The Netherlands

(a)

Item 2(a) Name of Person Filing: Incyte Corporation (“Incyte”)

(b)

Item 2(b) Address of the Principal Business Office or, if none, Residence: 1801 Augustine Cut-Off, Wilmington, DE 19803

(c)

Item 2(c) Citizenship: Delaware

(d)

Item 2(d) Title of Class of Securities: common shares, nominal value €0.09 per share (“Common Shares”)

(e)

Item 2(e) CUSIP Number: N5749R100 Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable Item 4. (a) Amount beneficially owned: 4,004,544 shares (b) Percent of class: 6.9%(1) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 4,004,544 shares (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 4,004,544 shares (2) (iv) Shared power to dispose or to direct the disposition of: 0 CUSIP No. N5749R100 13G Page 4 of 5 Pages (1) The ownership percentage of Incyte has been calculated based on a total of 57,878,284 Common Shares outstanding as of February 22, 2024, as disclosed by Merus in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2024. (2) Incyte has reevaluated its investment in Merus and, in addition to no longer holding the Common Shares reported in this Schedule 13G (the “Shares”) with a purpose or effect of changing or influencing control of Merus or in connection with or as a participant in any transaction having that purpose or effect, Incyte expects to make sales of the Shares over time as market conditions permit in the open market or in private transactions. Incyte may, however, decide to discontinue any such sales or make purchases of Common Shares in the future either in the open market or in private transactions depending on various factors, including, among other things, Incyte’s evaluation of the market for the Common Shares, stock market and general economic conditions, Merus’s business, prospects and financial condition, other opportunities available to Incyte, and other future developments.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. Not applicable

Ownership of More than Five Percent on Behalf of Another Person

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. Not applicable

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not applicable

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable

Certification

Item 10. 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, other than activities solely in connection with a nomination under §240.14a-11. CUSIP No. N5749R100 13G Page 5 of 5 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: March 25, 2024 INCYTE CORPORATION By: /s/ Sheila A. Denton Sheila A. Denton Executive Vice President and General Counsel

View Full Filing

View this SC 13G filing on SEC EDGAR