SC 13G/A

Name of reporting persons.

Boxer Capital, LLC

Check the appropriate box if a member of a group. (See instructions)

(a) ☐ (b) ☒

SEC use only.

Citizenship or place of organization.

Delaware

SC 13G/A 1 d106495dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

DBV Technologies S.A.

(Name of Issuer)

Ordinary shares, €0.10 nominal value per share

(Title of Class of Securities)

23306J101 (American Depositary Shares, each representing one-half of one Ordinary Share)

(CUSIP Number)

December 31, 2020

(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)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 8

CUSIP No. 23306J101

*	Comprised of ordinary shares held through American Depository Shares, each of which represents one-half of an ordinary share.

**	Based on 54,997,187 ordinary shares outstanding as of January 31, 2021 as reported by the Issuer on February 11, 2021.

Page 3 of 8

CUSIP No. 23306J101

*	Comprised of ordinary shares held through American Depository Shares, each of which represents one-half of an ordinary share.

**	Based on 54,997,187 ordinary shares outstanding as of January 31, 2021 as reported by the Issuer on February 11, 2021.

Page 4 of 8

CUSIP No. 23306J101

*	Comprised of ordinary shares held through American Depository Shares, each of which represents one-half of an ordinary share.

**	Based on 54,997,187 ordinary shares outstanding as of January 31, 2021 as reported by the Issuer on February 11, 2021.

Page 5 of 8

CUSIP No. 23306J101

*	Comprised of ordinary shares held through American Depository Shares, each of which represents one-half of an ordinary share.

**	Based on 54,997,187 ordinary shares outstanding as of January 31, 2021 as reported by the Issuer on February 11, 2021.

Page 6 of 8

CUSIP No. 23306J101

*	Comprised of ordinary shares held through American Depository Shares, each of which represents one-half of an ordinary share.

**	Based on 54,997,187 ordinary shares outstanding as of January 31, 2021 as reported by the Issuer on February 11, 2021.

Page 7 of 8

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13G initially filed on December 20, 2018 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”) and Joe Lewis, as amended by Amendment No. 1 filed on February 14, 2019 by Boxer Capital, Boxer Management and Joe Lewis, as amended by Amendment No. 2 filed on October 11, 2019 by Boxer Capital, Boxer Management, Joe Lewis and MVA Investors, LLC (“MVA Investors”) and as amended by Amendment No. 3 filed on February 14, 2020 by Boxer Capital, Boxer Management, Joe Lewis, MVA Investors and Aaron Davis (collectively, the “Reporting Persons”). The Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 4. Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Filing, as amended.

Item 4. Ownership.

(a) Amount beneficially owned:

Boxer Capital, Boxer Management and Joe Lewis beneficially own 3,767,299 Ordinary Shares. MVA Investors and Aaron Davis beneficially own 26,745 Ordinary Shares. The Reporting Persons may be deemed to beneficially own 3,767,299 Ordinary Shares in the aggregate. The Ordinary Shares beneficially owned by the Reporting Persons in the aggregate are owned through 7,588,088 ADSs.

(b) Percent of class:

The number of Ordinary Shares beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represents 6.8% of the Issuer’s outstanding Ordinary Shares. The number of Ordinary Shares beneficially owned by MVA Investors and Aaron Davis represent 0.0% of the Issuer’s outstanding Ordinary Shares. The number of Ordinary Shares beneficially owned by the Reporting Persons in the aggregate represents 6.8% of the Issuer’s outstanding Ordinary Shares. All percentages are based on 54,997,187 Ordinary Shares outstanding as of January 31, 2021 as reported by the Issuer on February 11, 2021.

(i) Sole power to vote or to direct the vote:

None of the Reporting Persons has sole power to vote or to direct the vote of Ordinary Shares.

(ii) Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 3,767,299 Ordinary Shares they beneficially own. MVA Investors and Aaron Davis have shared power to vote or to direct the vote of the 26,745 Ordinary Shares they beneficially own.

(iii) Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has sole power to dispose or to direct the disposition of any Ordinary Shares.

(iv) Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 3,767,299 Ordinary Shares they beneficially own. MVA Investors and Aaron Davis have shared power to dispose or to direct the disposition of the 26,745 Ordinary Shares they beneficially own.

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Item 10. Certification.

(c) 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.

Exhibits


1		Joint Filing Agreement, dated February 14, 2020, among the Reporting Persons, incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons on February 14, 2020.

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.

February 16, 2021


BOXER CAPITAL, LLC

By:		/s/ Aaron I. Davis
Name:		Aaron I. Davis
Title:		Chief Executive Officer

BOXER ASSET MANAGEMENT INC.

By:		/s/ Jason Callender
Name:		Jason Callender
Title:		Director

JOSEPH C. LEWIS

/s/ Joseph C. Lewis
Joseph C. Lewis, Individually

MVA INVESTORS, LLC

By:		/s/ Aaron I. Davis
Name:		Aaron I. Davis
Title:		Authorized Signatory

AARON I. DAVIS

/s/ Aaron I. Davis
Aaron I. Davis, Individually

SEC Form SC 13G/A filed