Inventiva S.A.
6.10%
8,545,499
1756594
46124U107
May 6, 2025
May 9, 2025, 05:50 PM
Reporting Persons (10)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| BVF PARTNERS L P/IL | Investment Adviser | 6.10% | 8,545,499 | 0 | 8,545,499 |
| LAMPERT MARK N | Individual | 6.10% | 8,545,499 | 0 | 8,545,499 |
| BVF INC/IL | CO | 6.10% | 8,545,499 | 0 | 8,545,499 |
| BVF GP HOLDINGS LLC | Other | 5.70% | 7,952,322 | 0 | 7,952,322 |
| BIOTECHNOLOGY VALUE FUND L P | Partnership | 3.30% | 4,630,461 | 0 | 4,630,461 |
| BVF I GP LLC | Other | 3.30% | 4,630,461 | 0 | 4,630,461 |
| BVF II GP LLC | Other | 2.40% | 3,321,861 | 0 | 3,321,861 |
| BIOTECHNOLOGY VALUE FUND II LP | Partnership | 2.40% | 3,321,861 | 0 | 3,321,861 |
| BVF Partners OS Ltd. | CO | 0.30% | 397,086 | 0 | 397,086 |
| Biotechnology Value Trading Fund OS LP | Partnership | 0.30% | 397,086 | 0 | 397,086 |
Disclosure Items (6)
Ordinary Shares, nominal value (euro)0.01 per share
Inventiva S.A.
50 RUE DE DIJON, DAIX, I0, 21121
Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by BVF, BVF2 and Trading Fund OS were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions, except as otherwise noted. The aggregate purchase price of the 4,179,458 Shares owned directly by BVF is approximately $26,042,201, including brokerage commissions. The aggregate purchase price of the 451,003 ADSs owned directly by BVF is approximately $6,244,319, including brokerage commissions. The aggregate purchase price of the 3,974,936 T1 BSAs owned directly by BVF is approximately $5,804,726. The aggregate purchase price of the 979,028 T1 bis BSAs owned directly by BVF is approximately (euro)1,311,898. The aggregate purchase price of the 5,380,117 T2 PFW-BSAs (as defined in Item 4) owned by BVF is approximately (euro)7,209,357. The aggregate purchase price of the 3,086,864 Shares owned directly by BVF2 is approximately $19,101,307, including brokerage commissions. The aggregate purchase price of the 234,997 ADSs owned directly by BVF2 is approximately $3,149,991, including brokerage commissions. The aggregate purchase price of the 3,640,567 T1 BSAs owned directly by BVF2 is approximately $5,316,436. The aggregate purchase price of the 767,394 T1 bis BSAs owned directly by BVF2 is approximately (euro)1,028,308. The aggregate purchase price of the 3,768,978 T2 PFW-BSAs owned by BVF2 is approximately (euro)5,050,431. The aggregate purchase price of the 397,046 Shares owned directly by Trading Fund OS is approximately $2,484,759, including brokerage commissions. The aggregate purchase price of the 40 ADSs owned directly by Trading Fund OS is approximately $311, including brokerage commissions. The aggregate purchase price of the 470,954 T1 BSAs owned directly by Trading Fund OS is approximately $687,749. The aggregate purchase price of the 105,296 T1 bis BSAs owned directly by Trading Fund OS is approximately (euro)141,097. The aggregate purchase price of the 687,944 T2 PFW-BSAs owned by Trading Fund OS is approximately (euro)921,845. The aggregate purchase price of the 196,091 Shares held in the Partners Managed Account is approximately $1,090,300, including brokerage commissions. The aggregate purchase price of the 144,577 T1 BSAs held in the Partners Managed Account is approximately $211,130. The aggregate purchase price of the 20,950 T1 bis BSAs owned directly by Trading Fund OS is approximately (euro)28,073. The aggregate purchase price of the 266,664 T2 PFW-BSAs held in the Partners Managed Account is approximately (euro)357,330.
Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 139,151,274 Shares outstanding, which is the total number of Shares outstanding following the T2 Transaction as reported in Exhibit 99.2 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on May 5, 2025.
Item 5(b) is hereby amended and restated to read as follows: As of the date hereof, the Reporting Persons and the Partners Managed Account held an aggregate of 10,103,703 T2 PFW-BSAs, exercisable into an aggregate of 19,197,036 Shares. As of the date hereof, the T2 PFW Beneficial Ownership Limitation (as defined below) prohibits the exercise of all of the T2 PFWs held by the Reporting Persons and the Partners Managed Account. The Warrants may not be exercised until the Warrant Exercise Event. As of the date hereof, the Reporting Persons and the Partners Managed Account held an aggregate of 8,231,034 T1 BSAs and 1,872,668 T1 bis BSAs, exercisable into an aggregate of 8,231,034 Shares and 1,872,668 Shares, respectively. As of the date hereof, the T1 BSA Beneficial Ownership Limitation and the T1 bis BSA Beneficial Ownership Limitation prohibits the exercise of all of the T1 BSAs and T1 bis BSAs held by the Reporting Persons and the Partners Managed Account. As of the date hereof, (i) BVF beneficially owned 4,630,461 Shares, including 451,003 Shares underlying ADSs and excluding (a) 3,974,936 Shares issuable upon the exercise of the T1 BSAs held by it, (b) 979,028 Shares issuable upon the exercise of the T1 bis BSAs held by it and (c) 10,222,222 Shares issuable upon the exercise of the T2 PFW-BSAs held by it, representing percentage ownership of approximately 3.3% of the Shares outstanding, (ii) BVF2 beneficially owned 3,321,861 Shares, including 234,997 Shares underlying ADSs and excluding (a) 3,640,567 Shares issuable upon the exercise of the T1 BSAs held by it, (b) 767,394 Shares issuable upon the exercise of the T1 bis BSAs held by it and (c) 7,161,058 Shares issuable upon the exercise of the T2 PFW-BSAs held by it, representing percentage ownership of approximately 2.4% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 397,086 Shares, including 40 Shares underlying ADSs and excluding (a) 470,954 Shares issuable upon the exercise of the T1 BSAs held by it, (b) 105,296 Shares issuable upon the exercise of the T1 bis BSAs held by it and (c) 1,307,094 Shares issuable upon the exercise of the T2 PFW-BSAs held by it, representing percentage ownership of less than 1% of the Shares outstanding, and (iv) 196,091 Shares were held in the Partners Managed Account, excluding (a) 144,577 Shares issuable upon the exercise of the T1 BSAs held in the Partners Managed Account, (b) 20,950 Shares issuable upon the exercise of the T1 bis BSAs held in the Partners Managed Account and (c) 506,662 Shares issuable upon the exercise of the T2 PFW-BSAs held by it, representing percentage ownership of less than 1% of the Shares outstanding. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 4,630,461 Shares beneficially owned by BVF, representing percentage ownership of approximately 3.3% of the Shares outstanding. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 3,321,861 Shares beneficially owned by BVF2, representing percentage ownership of approximately 2.4% of the Shares outstanding. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 397,086 Shares beneficially owned by Trading Fund OS, representing percentage ownership of less than 1% of the Shares outstanding. BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 7,952,322 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 5.7% of the Shares outstanding. Partners, as the investment manager of BVF, BVF2, Trading Fund OS and the Partners Managed Account and the sole member of Partners OS, may be deemed to beneficially own the 8,545,499 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and held in the Partners Managed Account, representing percentage ownership of approximately 6.1% of the Shares outstanding. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 8,545,499 Shares beneficially owned by Partners, representing percentage ownership of approximately 6.1% of the Shares outstanding. Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 8,545,499 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 6.1% of the Shares outstanding.
Item 5(c) is hereby amended and restated to read as follows: Except for the purchase by the Reporting Persons of the T2 PFW-BSAs in connection with the T2 Transaction as further described in Items 4 and 6, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past sixty days.
Item 6 is hereby amended to add the following: On May 2, 2025, following the occurrence of the requisite conditions precedent, the Issuer entered into the T2 Subscription Agreements and consummated the T2 Transaction. The subscription price for each T2 PFW-BSA is (euro)1.34 per T2 PFW-BSA. In connection with the T2 Transaction, BVF, BVF2, Trading Fund OS and the Partners Managed Account acquired 5,380,117, 3,768,978, 687,944 and 266,664 T2 PFW-BSAs, respectively. The T2 PFWs may be exercised at any time, subject to the T2 PFW Beneficial Ownership Limitation, and expire on May 7, 2035. The Warrants may not be exercised until the Warrant Exercise Event and have a maturity date of July 30, 2027. The holder of a T2 PFW shall not have the right to exercise any T2 PFW held by it to the extent that after giving effect to such issuance after exercise, such holder, together with its Attribution Parties (as defined in the T2 Subscription Agreements), would beneficially own in excess of 4.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of such T2 PFW (the "T2 PFW Beneficial Ownership Limitation"). The foregoing description of the T2 Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the T2 Subscription Agreement, which is referenced hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 7 is hereby amended to add the following exhibit: 99.1 - Form of T2 Subscription Agreement (incorporated by reference to Exhibit 99.1 of the Issuer's 6-K, filed with the SEC on May 5, 2025).