| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value |
| (b) | Name of Issuer:
Galapagos NV |
| (c) | Address of Issuer's Principal Executive Offices:
Generaal De Wittelaan, 2800 Mechelen,
BELGIUM
, L11 A3. |
Item 1 Comment:
EXPLANATORY NOTE: This Amendment No. 3 to Schedule 13D (this "Schedule 13D/A") amends and supplements, to the extent set forth herein, the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on August 23, 2024, as amended by Amendment No. 1 thereto filed on October 8, 2024, as amended by Amendment No. 2 thereto filed on May 19, 2025 (the "Schedule 13D"), filed by the Reporting Persons with respect to the ordinary shares, no par value (the "Ordinary Shares"), and American Depositary Shares, each of which represents one ordinary share, no par value (the "ADSs" and together with the Ordinary Shares, the "Shares"), of Galapagos NV (the "Issuer"). Except as expressly amended by this Schedule 13D/A, the Schedule 13D remains in effect. Capitalized terms not otherwise defined in this Schedule 13D/A shall have the meaning ascribed to them in the Schedule 13D.
This Schedule 13D/A amends Items 3, 5 and 7. |
| Item 2. | Identity and Background |
|
| (a) | No amendment to this Item is being made. |
| (b) | No amendment to this Item is being made. |
| (c) | No amendment to this Item is being made. |
| (d) | No amendment to this Item is being made. |
| (e) | No amendment to this Item is being made. |
| (f) | No amendment to this Item is being made. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | 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 4. | Purpose of Transaction |
| | No amendment to this Item is being made. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 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. |
| (b) | 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. |
| (c) | 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. |
| (d) | No amendment to this Item is being made. |
| (e) | No amendment to this Item is being made. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | No amendment to this Item is being made. |
| Item 7. | Material to be Filed as Exhibits. |
| | 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). |
