Baker Bros. Advisors and affiliated persons report beneficial ownership of 10,168,901 ordinary shares of Immatics N.V., representing 8.4% of the company’s outstanding common stock based on 121,550,169 shares outstanding as reported in the issuer's public filing. The reported holdings are held by two funds (Life Sciences and 667) for which the adviser has sole voting and dispositive power, with 9,354,564 shares held by Life Sciences and 814,337 shares held by 667. This filing amends prior Schedule 13G disclosures and clarifies ownership and control relationships among the adviser, its GP and two individual reporting persons.
Positive
Clear disclosure of aggregate beneficial ownership of 10,168,901 shares (8.4%), improving transparency for investors
Confirmed sole voting and dispositive power by the adviser over the shares held by the Funds, clarifying who controls voting and disposition
Negative
None.
Insights
TL;DR: A prominent investment adviser discloses an 8.4% passive stake, with sole voting and dispositive control over the shares held by its funds.
The filing shows Baker Bros. Advisors (and its GP and principals) exercises sole voting and dispositive authority over 10,168,901 shares of Immatics, equal to 8.4% of the reported outstanding stock. The stake is concentrated in two funds with clear allocation between them (9.35M and 0.81M). For investors, this disclosure clarifies ownership structure and confirms the adviser’s control over votes and dispositions of the reported shares, consistent with prior Schedule 13G filings.
TL;DR: The amendment documents centralized authority within the adviser structure and identifies controlling persons for shareholder voting.
The amendment highlights that the funds’ general partners relinquished discretion to the adviser, making the adviser the sole decision-maker for these holdings; the GP and two individuals are disclosed as related reporting persons. This structure is important for governance transparency because it identifies who can direct voting on corporate matters and confirms the passive-status filing framework under Rule 13d-1.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Immatics N.V.
(Name of Issuer)
Ordinary Shares, nominal value EUR 0.01 per share
(Title of Class of Securities)
N44445109
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
N44445109
1
Names of Reporting Persons
Baker Bros. Advisors LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,168,901.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,168,901.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,168,901.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
N44445109
1
Names of Reporting Persons
Baker Bros. Advisors (GP) LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,168,901.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,168,901.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,168,901.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
N44445109
1
Names of Reporting Persons
Julian C. Baker
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,168,901.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,168,901.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,168,901.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
N44445109
1
Names of Reporting Persons
Felix J. Baker
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,168,901.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,168,901.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,168,901.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Immatics N.V.
(b)
Address of issuer's principal executive offices:
PAUL EHRLICH-STRASSE 15 Tubingen, 2M, 72076
Item 2.
(a)
Name of person filing:
This Amendment No. 4 to Schedule 13G amends the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the "Adviser"), Baker Bros. Advisors (GP) LLC (the "Adviser GP"), Julian C. Baker and Felix J. Baker (collectively, the "Reporting Persons"). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. This Amendment No. 4 is being filed jointly by the Reporting Persons.
(b)
Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd Floor
New York, NY 10014
(212) 339-5690
(c)
Citizenship:
The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
(d)
Title of class of securities:
Ordinary Shares, nominal value EUR 0.01 per share
(e)
CUSIP No.:
N44445109
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Items 5 through 9 and 11 of each of the cover pages to this Amendment No. 4 are incorporated herein by reference. Set forth below is the aggregate number of ordinary shares ("Common Stock") of Immatics N.V. (the "Issuer") directly held by each of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") which may be deemed to be indirectly beneficially owned by the Reporting Persons.
The percentage of beneficial ownership for each of the Reporting Persons reported herein and the information set forth below is based on 121,550,169 shares of Common Stock outstanding as of March 31, 2025, as reported in Exhibit 99.1 of the Issuer's 6-K filed with the Securities and Exchange Commission ("SEC") on May 13, 2025. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Pursuant to the management agreements, as amended, among the Adviser, the Funds and their respective general partners, the Funds' respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments.
The Adviser GP is the sole general partner of the Adviser. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
(b)
Percent of class:
The Funds beneficially own 10,168,901 shares of Common Stock or 8.4% of the outstanding Common Stock. 667 beneficially owns 0.7% and Life Sciences beneficially owns 7.7% of the outstanding Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
667 directly holds 814,337 shares of Common Stock and Life Sciences directly holds 9,354,564 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
667 directly holds 814,337 shares of Common Stock and Life Sciences directly holds 9,354,564 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 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 or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The information in Item 4 is incorporated herein by reference.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
Baker Bros. Advisors LP
Signature:
/s/ Scott L. Lessing
Name/Title:
By: Baker Bros. Advisors (GP) LLC, its general partner Scott L. Lessing/ President
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