Galapagos NV
13.22%
8,714,522
1421876
36315X101
Jul 23, 2025
Jul 28, 2025, 08:37 PM
Reporting Persons (4)
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 |
|---|---|---|---|---|---|
| EcoR1 Capital, LLC | Investment Adviser | 13.22% | 8,714,522 | 0 | 8,714,522 |
| Oleg Nodelman | Individual | 13.22% | 8,714,522 | 0 | 8,714,522 |
| EcoR1 Capital Fund Qualified, L.P. | Partnership | 12.43% | 8,192,077 | 0 | 8,192,077 |
| EcoR1 Capital Fund, L.P. | Partnership | 0.79% | 522,445 | 0 | 522,445 |
Disclosure Items (7)
Ordinary Shares, no par value
Galapagos NV
Generaal De Wittelaan, 2800 Mechelen, C9, L11 A3
No amendment to this Item is being made.
No amendment to this Item is being made.
No amendment to this Item is being made.
No amendment to this Item is being made.
No amendment to this Item is being made.
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 $399,380,734.97 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 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: EcoR1 and Mr. Nodelman each may be deemed to beneficially own an aggregate of 8,714,522 Shares (the "Subject Shares"), representing approximately 13.22% of the outstanding Shares based on 65,897,071 Shares outstanding as of December 31, 2024 (the "Outstanding Shares"), as reported in the Issuer's Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on March 27, 2025 (the "Form 20-F"). Qualified Fund may be deemed to beneficially own an aggregate of 8,192,077 of the Subject Shares, representing approximately 12.43% of the Outstanding Shares. Capital Fund may be deemed to beneficially own an aggregate of 522,445 of the Subject Shares, representing approximately 0.79% of the Outstanding Shares.
Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: EcoR1, as the general partner of each of the Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Shares. Mr. Nodelman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Shares. Each of the Funds may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) only the Subject Shares that it beneficially owns.
Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 99.2 filed herewith, which is incorporated by reference into this Item 5(c), describes the transactions in the Shares that were effected by the Reporting Persons during the past sixty (60) days. Except as set forth in Exhibit 99.2 filed herewith, no transactions in the Shares were effected by the Reporting Persons during the past sixty (60) days.
No amendment to this Item is being made.
No amendment to this Item is being made.
No amendment to this Item is being made.
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 99.1 Joint Filing Agreement, dated August 23, 2024, among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the SEC jointly by the Reporting Persons on August 23, 2024). Exhibit 99.2 Trading Data (filed herewith).