UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

(Amendment No.  4)*

 

CUREVAC N.V.

(Name of Issuer)

 

Common Shares, par value €0.12 per share

(Title of Class of Securities)

 

N2451R105

(CUSIP Number)

 

Brian S. North, Esquire

Buchanan Ingersoll & Rooney PC

50 South 16th Street, Suite 3200

Philadelphia, PA 19102

(215) 665-8700

 

Dr. Marc Hauser

RITTERSHAUS

Harrlachweg 4 · 68163 Mannheim

Germany

+49 621 4256-275

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 17, 2022

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d–7 for other parties to whom copies are to be sent.

 

*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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 

 

 

CUSIP No. N2451R105
   
1. Names of Reporting Persons.
dievini Hopp BioTech holding GmbH & Co. KG
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) (1)
  (b)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
84,868,173 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
84,868,173
     
11. Aggregate Amount Beneficially Owned by Each Reporting Person
84,868,173
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
13. Percent of Class Represented by Amount in Row (11)
45.4%(3)
   
14. Type of Reporting Person (See Instructions)
PN

 

(1) This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 3,221,126 shares held of record by Bohlini invest, and 2,936,511 shares held of record by 4H invest.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

2

 

 

CUSIP No. N2451R105
   
1. Names of Reporting Persons.
DH-LT-Investments GmbH
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) (1)
  (b)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
7,368,500(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
7,368,500
     
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,368,500
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
13. Percent of Class Represented by Amount in Row (11)
3.9%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by DH-LT-Investments GmbH.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

3

 

 

CUSIP No. N2451R105
   

1. Names of Reporting Persons.

DH-Capital GmbH & Co. KG
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)
  (b) (1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
84,868,173 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power

84,868,173

     
11. Aggregate Amount Beneficially Owned by Each Reporting Person
84,868,173
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
45.4%(3)
   
14. Type of Reporting Person (See Instructions)
PN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares of record held by ML-LT Investments, 3,221,126 shares held of record by Bohlini invest, and 2,936,511 shares held of record by 4H invest.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

4

 

 

CUSIP No. N2451R105
   
1. Names of Reporting Persons.
OH Beteiligungen GmbH & Co. KG
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)
  (b) (1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
84,868,173 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
84,868,173
     
11. Aggregate Amount Beneficially Owned by Each Reporting Person
84,868,173
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
13. Percent of Class Represented by Amount in Row (11)
45.4% (3)
   
14. Type of Reporting Person (See Instructions)
PN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 3,221,126 shares held of record by Bohlini invest, and 2,936,511 shares held of record by 4H invest.

  

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

5

 

 

CUSIP No. N2451R105
   
1. Names of Reporting Persons.
Dietmar Hopp
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) (1)
  (b)
     
3. SEC Use Only
   
   
4. Source of Funds
PF
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
158,700
   
8. Shared Voting Power
86,160,390(2)
   
9. Sole Dispositive Power
158,700
   
10. Shared Dispositive Power
86,160,390
     
11. Aggregate Amount Beneficially Owned by Each Reporting Person
86,319,090
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
13. Percent of Class Represented by Amount in Row (11)
46.2%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 1,133,517 shares held of record by companies of which Mr. Hopp is the sole shareholder, 3,221,126 shares held of record by Bohlini invest, and 2,936,511 shares held of record by 4H invest.

  

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

6

 

 

CUSIP No. N2451R105
   
1. Names of Reporting Persons.
Oliver Hopp
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)
  (b) (1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
84,868,173(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
84,868,173
     
11. Aggregate Amount Beneficially Owned by Each Reporting Person
84,868,173
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
13. Percent of Class Represented by Amount in Row (11)
45.4%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 3,221,126 shares held of record by Bohlini invest, and 2,936,511 shares held of record by 4H invest.

  

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

7

 

 

CUSIP No. N2451R105
   
1. Names of Reporting Persons.
Daniel Hopp
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)
  (b) (1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
84,868,173(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
84,868,173
     
11. Aggregate Amount Beneficially Owned by Each Reporting Person
84,868,173
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
13. Percent of Class Represented by Amount in Row (11)
45.4%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 3,221,126 shares held of record by Bohlini invest, and 2,936,511 shares held of record by 4H invest.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding on December 31, 2021.

 

8

 

 

CUSIP No. N2451R105

 

1.

Names of Reporting Persons.
Prof. Dr. Friedrich von Bohlen und Halbach
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)
  (b) (1)

   
3. SEC Use Only
   
   
4. Source of Funds
FP, OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          

   
   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
84,868,173(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power

84,868,173

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person

84,868,173

   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
45.4%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 3,221,126 shares held of record by Bohlini invest, and 2,936,511 shares held of record by 4H invest.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

9

 

 

CUSIP No. N2451R105

 

1.

Names of Reporting Persons.
Prof. Dr. Christof Hettich

   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)
  (b) (1)

   
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          

   
   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
84,868,173(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
84,868,173

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person
84,868,173
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
45.4%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1) This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 3,221,126 shares held of record by Bohlini invest, and 2,936,511 shares held of record by 4H invest.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

10

 

 

CUSIP No. N2451R105

 

1.

Names of Reporting Persons.
Dr. Mathias Hothum

   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)
  (b) (1)

   
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          

   
   
6. Citizenship or Place of Organization
Germany

  

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
84,868,173(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
84,868,173

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person

84,868,173

   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
45.4(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

  (2) Represents 70,846,532 shares held of record by dievini, 7,368,500 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 3,221,126 shares held of record by Bohlini invest, and 2,936,511 shares held of record by 4H invest.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

11

 

 

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
MH-LT-Investments GmbH
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) (1)
  (b)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          

 

   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
495,504 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
495,504

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person
495,504
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
0.3%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1) This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)

Represents shares held of record by MH-LT Investments.

 

(3) This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

12

 

 

CUSIP No. N2451R105

 

1.

Names of Reporting Persons.
Bohlini invest GmbH

   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a) (1)
  (b)

   
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          

   
   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
3,221,126 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
3,221,126 (2)

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,221,126(2)
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
1.6%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1) This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by Bohlini invest.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

13

 

 

CUSIP No. N2451R105

 

1.

Names of Reporting Persons.
4H invest GmbH

   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a) (1)
  (b)

   
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          

   
   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
2,936,511(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
2,936,511(2)

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,936,511(2)
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
1.6%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1) This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by 4H invest.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

14

 

 

CUSIP No. N2451R105

 

1.

Names of Reporting Persons.
DHFS II Holding GmbH & Co. KG

   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a) (1)
  (b)

   
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          

   
   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
7,368,500 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
7,368,500

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,368,500
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
3.9%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1) This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH & Co. KG (“OH Beteiligungen”), Dietmar Hopp, Oliver Hopp, Daniel Hopp, Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”), Prof. Dr. Christof Hettich (“Dr. Hettich”), Dr. Mathias Hothum (“Dr. Hothum”), and MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest” and together with dievini, DH-LT-Investments, DH-Capital, DHFS II Holding, OH Beteiligungen, Dietmar Hopp, Oliver Hopp, Daniel Hopp, Dr. von Bohlen, Dr. Hettich, Dr. Hothum, MH-LT-Investments, and Bohlini invest, collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments, Bohlini invest, and 4H invest are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The other Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by DH-LT-Investments GmbH.

 

(3)This percentage is calculated based on 186,952,406 common shares of CureVac N.V. outstanding as of December 31, 2021.

 

15

 

 

 

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on August 24, 2020 by the Reporting Persons (the “Initial Statement” and, as amended and supplemented through the date of this Amendment, collectively, the “Statement”) with respect to common shares, par value €0.12 per share (the “Shares”) of CureVac N.V., a Dutch public company (the “Issuer”).

 

Items 3, 4, 5 and 7 of the Statement are amended as set forth below and an additional paragraph is added to the end of Item 6 of the Statement.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The 70,819,532 Shares held directly by dievini were acquired from the Issuer prior to the IPO in several financing rounds using funds dievini holds for investments. No borrowed funds were used.

 

7,368,500 Shares held directly by DH-LT-Investments were purchased in a private placement transaction concurrent with the closing of the IPO on August 18, 2018 at a purchase price of $16 per Share using funds it holds for investments.

 

The 158,700 Shares held directly by Mr. Dietmar Hopp were acquired from DH-LT-Investments in a private transaction.

 

The 495,504 Shares held of record by MH-LT-Investments GmbH (“MH-LT Investments”), a former general partner of dievini, were transferred to it by dievini in a private transaction on February 22, 2022 to implement a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation. No consideration was paid by MH-LT Investments for the Shares; and

 

2,983,477 shares of record held by Bohlini invest GmbH a former limited partner of dievini, were transferred to it by dievini in a private transaction on March 17, 2022 to implement a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation. No consideration was paid by Bohlini invest for the Shares. 237,649 shares of record held by Bohlini invest GmbH were acquired by Dr. von Bohlen from the Issuer prior to the IPO and were contributed by Dr. von Bohlen to Bohlini invest GmbH.

 

The 2,963,511 shares held of record by 4H invest, a former limited partner of dievini, were transferred to it by dievini in a private transaction on March 17, 2022 to implement a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation. No consideration was paid by 4H invest for the Shares.

 

Item 4. Purpose of the Transaction

 

The Shares held by the Reporting Persons were acquired for investment purposes in the ordinary course of the Reporting Persons’ investment activities.

 

The Reporting Persons do not have any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer, except as set forth below; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

 

16

 

 

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Based on such review, the Reporting Persons may acquire additional securities, or retain or sell all or a portion of the securities then held, including without limitation in open market, block sales or privately negotiated transactions, at any time, and may formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of strategic investment and trading policies of the Reporting Persons.

 

The Reporting Persons may engage in discussions with management, the Issuer’s management board and supervisory board, shareholders of the Issuer and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as a merger, take private transaction that could result in a de-listing or de-registration of the Shares, sales or acquisitions of assets or businesses, changes to the capitalization or dividend policy of the Issuer or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Issuer’s management board and supervisory board.

 

In connection with a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation, dievini transferred shares in its portfolio companies, including Shares of the Issuer to MH-LT Investments GmbH, a former general partner of dievini controlled by Dr. Matthias Hothum (Dr. Hothum”), to 4H invest GmbH, a former limited partner of dievini controlled by Dr. Christof Hettich (“Dr. Hettich”), and to Bohlini invest GmbH, a former limited partner of dievini controlled by Prof. Dr. Friedrich von Bohlen und Halbach (“Dr. von Bohlen”). As a result of the transfers, Drs. Hettich, von Bohlen, and Hothum no longer have any direct or indirect equity ownership in dievini, but they continue to be managing directors of dievini and oversee dievini’s investments in portfolio companies, including the Shares. Also as a result of the transfers, they have each elected to file a separate Schedule 13D in the future with respect to the beneficial ownership of the Shares, including those received in the transfers, in lieu of reporting such beneficial ownership on this Statement.

 

The Reporting Persons previously reported that they planned to sell some of the Shares to the public in connection with these transfers. They no longer plan to do so, although they may make additional private transfers among themselves.

 

17

 

 

Item 5. Interest in Securities of the Issuer

 

(a) and (b) The information required by Items 5(a) and (b) is set forth in Rows 7 - 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.  

 

(c) 2,983,477 Shares were transferred by dievini to Bohlini invest GmbH a former limited partner of dievini, in a private transaction on March 17, 2022 to implement a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation. No consideration was paid by Bohlini invest for the Shares.

 

2,963,511 Shares were transferred by dievini to 4H invest, a former limited partner of dievini, in a private transaction on March 17, 2022 to implement a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation. No consideration was paid by 4H invest for the Shares.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

4H invest GmbH and Bohlini invest GmbH have become parties to the Pooling Agreement by entering into an Accession Agreement in connection with the transfer of Shares to them by dievini and have agreed to accede to the Shareholders’ Agreement.

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit No.   Description
     
1.   Power of Attorney.
     
2.   Joint Filing Agreement.
     
3.   Shareholders’ Agreement dated as of June 16, 2020 by and among KfW, Dievini Hopp BioTech holding GmbH & Co KG and Dietmar Hopp. (Incorporated herein by reference from Exhibit 3.6 of CureVac N.V.’s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020).
     
4.   Investment and Shareholders’ Agreement dated as of July 17, 2020, by and among CureVac AG and several shareholders. (Incorporated herein by reference from Exhibit 3.5 of CureVac N.V.’s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020).
     
5.   Relationship Agreement dated as of July 17, 2020, by and among KfW, Dievini Hopp BioTech holding GmbH & Co KG and Dietmar Hopp, dated July 17, 2020. (Incorporated herein by reference from Exhibit 3.7 of CureVac N.V.’s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020).
     
6.   Form of Registration Rights Agreement dated as of August 14, 2020, by and among KfW, dievini and DH-LT-Investments GmbH. (Incorporated herein by reference from Exhibit 4.1 of CureVac N.V.’s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020).
     
7.   Second Supplement to Shareholders’ Agreement dated as of January 13, 2022 by and among KfW,  dievini Hopp BioTech holding GmbH & Co KG, Dietmar Hopp, and DH-LT Investments GmbH. (Incorporated herein by reference from Exhibit 7 of Amendment No. 2 to Schedule 13d filed by the Reporting Persons with the SEC on January 13, 2022)
     
8.   Pooling Agreement (Incorporated herein by reference from Exhibit 8 of Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 22, 2022)
     
9.   Accession Agreement (MH-LT-Investments) (Incorporated herein by reference from Exhibit 8 of Amendment No. 9 to Schedule 13D filed by the Reporting Persons with the SEC on February 22, 2022)
     
10.  Accession Agreement (Bohlini invest and 4H invest)

 

18

 

 

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.

 

Date: March 17, 2022

 

  DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
     
  By:   dievini Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  DH-CAPITAL GMBH & CO. KG
     
  By:   DH Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  OH BETEILIGUNGEN GMBH & CO. KG
     
  By:   OH Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  DH-LT-INVESTMENTS GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact

 

  /s/ Dr. Marc Hauser as attorney-in-fact
  DIETMAR HOPP
   
  /s/ Dr. Marc Hauser as attorney-in-fact
  OLIVER HOPP
   
  /s/ Dr. Marc Hauser as attorney-in-fact
  DANIEL HOPP
   
  /s/ Dr. Marc Hauser as attorney-in-fact
  FRIEDRICH VON BOHLEN UND HALBACH
   
  /s/ Dr. Marc Hauser as attorney-in-fact
CHRISTOF HETTICH

 

19

 

 

  /s/ Dr. Marc Hauser as attorney-in-fact
  MATHIAS HOTHUM

 

  DFHS II GmbH & Co. KG
   
  By: DHFS II GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  MH-LT-INVESTMENTS GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  BOHLINI-INVEST GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  4H INVEST GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact

 

 

20

 

Exhibit 1

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS that each of the undersigned hereby constitutes and appoints Dr. Marc Hauser, Dr. Christina Eschenfelder and Dr. Moritz Weber of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB, Harrlachweg 4, 68163 Mannheim, signing individually, the undersigned’s true and lawful attorneys-in-fact and agents with respect to the undersigned’s holdings of and transactions in securities issued by AC Immune, CureVac N.V., and immatics M.V. (each, a “Company”) to:

 

  (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) filings pursuant to Section 13 (Schedule 13D and Schedule 13G), as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) with respect to the securities of the Company in accordance with Section 13 of Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any and all rules and regulations thereunder;

 

  (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Schedule 13D and Schedule 13G, as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) and file the same with the SEC and any stock exchange, self-regulatory association or any other authority; and

 

  (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act and the rules and regulations thereunder.

 

This Power of Attorney shall remain in full force and effect until the earlier of (i) the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company or (ii) or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to perform the function in connection with which he/she was appointed attorney-in-fact or to be an employee of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB or one of its affiliates, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in fact.

 

[Signatures on Following Page]

 

 

 

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 17st day of March, 2022.

 

  DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
       
  By: dievini Verwaltungs GmbH
    its General Partner
       
  By: /s/ Dr. Marc Hauser*
    Name:  Dietmar Hopp
    Title:   Managing Director
       
  By: Dr. Marc Hauser*
    Name: Mathias Hothum
    Title: Managing Director
       
  DH-CAPITAL GMBH & CO. KG
       
  By: BW Verwaltungs GmbH
    its General Partner
       
  By: /s/ Dr. Marc Hauser*
    Name: Dietmar Hopp
    Title: Managing Director
       
  OH BETEILIGUNGEN GMBH & CO. KG
       
  By: OH Verwaltungs GmbH
    its General Partner
       
  By: Dr. Marc Hauser*
    Name: Oliver Hopp
    Title: Managing Director
       
  DH-LT-INVESTMENTS GMBH
       
  By: /s/ Dr. Marc Hauser*
    Name: Dr. Marc Hauser
    Title: Authorized Attorney-in-Fact
       
  /s/ Dr. Marc Hauser*
  DIETMAR HOPP
       
  /s/ Dr. Marc Hauser*
  OLIVER HOPP

 

2

 

 

  /s/ Dr. Marc Hauser*
  DANIEL HOPP
       
  /s/ Dr. Marc Hauser*
  CHRISTOF HETTICH
       
  /s/ Dr. Marc Hauser*
  FRIEDRICH VON BOHLEN UND HALBACH
       
  /s/ Dr. Marc Hauser*
  MATHIAS HOTHUM
       
  MH-LT INVESTMENTS GMBH
       
  By: /s/ Dr. Marc Hauser*
    Name: Dr. Marc Hauser
    Title: Authorized Attorney-in-Fact
       
  BOHLINI INVEST GMBH
       
  By: /s/ Dr. Marc Hauser*
    Name: Dr. Marc Hauser
    Title: Authorized Attorney-in-Fact
       
  4H INVEST GMBH
       
  By: /s/ Dr. Marc Hauser*
    Name:  Dr. Marc Hauser
    Title: Authorized Attorney-in-Fact
       
  DHFS GMBH & CO. KG
       
  By: DHFS II, its General Partner
       
  By: /s/ D. Marc Hauser
    Name:  Dr. Marc Hauser
    Title: Attorney-in-Fact

 

*Pursuant to separate power of attorney to be filed by amendment

 

 

3

 

 

Exhibit 2

 

JOINT FILING STATEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares of CureVac N.V. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

 

The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Each party to this Joint Filing Agreement agrees that this Joint Filing Agreement may be signed in counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be executed as of this 17th day of March, 2022.

 

  DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
   
  By: dievini Verwaltungs GmbH
    its General Partner
                
  By: /s/ Dr. Marc Hauser
    Name:  Dr. Marc Hauser
    Title:  Attorney-in-fact
   
  DH-CAPITAL GMBH & CO. KG
     
  By: BW Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
    Name: Dr. Marc Hauser
    Title:  Attorney-in-fact
   
  OH BETEILIGUNGEN GMBH & CO. KG
     
  By: OH Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
    Name:  Dr. Marc Hauser
    Title: Attorney-in-fact
       
  DH-LT-INVESTMENTS GMB
       
  By:

/s/ Dr.Marc Hauser

    Name: Dr. Marc Hauser                                        
    Title: Attorney-in- Fact
       
  /s/ Dr. Marc Hauser as attorney-in-fact
  DIETMAR HOPP
       
  /s/ Dr. Marc Hauser as attorney-in-fact
  OLIVER HOPP

 

 

 

  /s/ Dr. Marc Hauser as attorney-in-fact
  DANIEL HOPP
       
  /s/ Dr. Marc Hauser as attorney-in-fact
  FRIEDRICH VON BOHLEN UND HALBACH
       
  /s/ Dr. Marc Hauser as attorney-in-fact
  CHRISTOF HETTICH
       
  /s/ Dr. Marc Hauser as attorney-in-fact
  MATHIAS HOTHUM
       
  DHFS GMBH & CO. KG
       
  By: DHFS II, its General Partner
       
  By: /s/ D. Marc Hauser
    Name: Dr. Marc Hauser
    Title: Attorney-in-Fact
       
  MH-LT-INVESTMENTS GMBH
       
  By: /s/ D. Marc Hauser
    Name: Dr. Marc Hauser
    Title: Attorney-in-Fact
       
  BOHLINI INVEST GMBH
       
  By: /s/ D. Marc Hauser
    Name: Dr. Marc Hauser
    Title: Attorney-in-Fact
       
  4H INVEST GMBH
       
  By: /s/ D. Marc Hauser
    Name: Dr. Marc Hauser
    Title: Attorney-in-Fact

 

 

 

 

 

Exhibit 10

 

Information identifying certain issuers has been excluded from this exhibit because it is both not material and is the type that the Reporting Persons treat as private or confidential.

 

Accession agreement

 

between

 

dievini Hopp BioTech holding GmbH & Co. KG,
Johann-Jakob-Astor-Str. 57, 69190 Walldorf, Germany

 

- hereinafter referred to as “dievini” -

 

and

 

DH-LT-Investments GmbH,
Opelstrasse 28, 68789 St. Leon-Rot

 

- hereinafter referred to as “DH-LT” -

 

and

 

MH-LT-Investments GmbH,
Bürgermeister-Willinger-Strasse 3, 69190 Walldorf

 

- hereinafter referred to as “MH-LT” -.

 

and

 

Bohlini invest GmbH,
Bürgermeister-Willinger-Strasse 3, 69190 Walldorf

 

- hereinafter referred to as “Bohlini” -.

 

and

 

4H invest GmbH,
Bürgermeister-Willinger-Strasse 3, 69190 Walldorf

 

- hereinafter referred to as “4H” -.

 

dievini, DH-LT, MH-LT, Bohlini and 4H hereinafter jointly referred to as the
Parties” or each individually referred to as a “Party”.

 

Site 1 from 11

 

 

Preamble

 

(A)dievini Hopp BioTech holding GmbH & Co. KG, registered in the commercial register of the Local Court of Mannheim under HRA 700792 (“dievini”), DH-LT-Investments GmbH, registered in the Commercial Register of the Local Court of Mannheim under HRB 732866 (“DH-LT”), and MH-LT-Investments GmbH, registered in the Commercial Register of the Local Court of Mannheim under HRB 723293 (“MH-LT”) are shareholders of

 

-[…],

 

-[…] and

 

-CureVac N.V. with its registered office in Amsterdam (NL), registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under KvK No. 77798031, business address Friedrich-Miescher-Strasse 15, 72076 Tübingen, Germany (hereinafter “CureVac”), listed on the NASDAQ Global Market (New York, USA).

 

(B)Bohlini, registered in the Commercial Register of the Local Court of Mannheim under HRB 739644, and 4H registered in the Commercial Register of the Local Court of Mannheim under HRB 739802, intend to also hold shares in […], […] and CureVac (hereinafter collectively the “Companies” and individually the “Company”) in the near future.

 

(C)The share capital of […] amounts to EUR […] and is divided into […] bearer shares with a nominal value of EUR […] per share. In order to secure their sustained influence over […], dievini and DH-LT entered into an agreement on September 23, 2021 to align their interests with respect to […] and to ensure a uniform exercise of their rights (“Pool Agreement […]”). MH-LT joined the Pool Agreement […] on February 10, 2022. The pool members form a pool GbR. Specifically, the pool members hold shares in the following total number of shares which are subject to the Pool Agreement […]:

 

Site 2 from 11

 

 

   Shareholder  Number of
shares
   Participation
in %
(rounded)
 
1  dievini   […]    […] 
2  DH-LT   […]     […] 
3  MH-LT   […]    […] 

 

In the future, the pool members will hold the following aggregate number of shares which are subject to the […] Pool Agreement:

 

   Shareholder  Number of
shares
   Participation
in %
(rounded)
 
1  dievini   […]    […] 
2  DH-LT   […]    […] 
3  MH-LT   […]    […] 

 

In the future, Bohlini and 4H will hold the following aggregate number of shares in […]:

 

   Shareholder  Depot  Number of
shares
   Participation
in %
(rounded)
   Total
participation
in %
(rounded)
 
1  Bohlini  Deposit no. [...] with […]   […]    […]    […] 
2  4H  Deposit no. [...] with […]   […]    […]    […] 

 

Therefore, the […] shares to be held by Bohlini in the future (“Bohlini Shares-[…]”) and the […] shares to be held by 4H in the future (“4H Shares-[…]”) shall be subject to this Accession Agreement.

 

Site 3 from 11

 

 

The shares of the Parties which in the future shall be subject to the Pool Agreement […] shall therefore together amount to approx. […] % of the total share capital of […]. Accordingly, 4H shall be entitled to approx. […] % of the pool capital that is subject to the Pool Agreement […], Bohlini to approx. […], DH-LT to approx. […] %, MH-LT to approx. […] % and dievini to approx. […] %.

 

(D)The share capital of […] is divided into […] registered shares with a nominal value of EUR […] each. In order to secure their sustained influence over […], dievini and DH-LT entered into an agreement on September 23, 2021 to align their interests with respect to […] and to ensure the uniform exercise of their rights (“Pool Agreement […]”). MH-LT joined the Pool Agreement […] on February 10, 2022. The pool members form a pool GbR. Specifically, the pool members hold the following aggregate number of shares:

 

   Shareholder  Number of
shares
   Participation
in %
(rounded)
 
1  dievini   […]    […] 
2  DH-LT   […]    […] 
3  MH-LT   […]    […] 

 

In the future, the pool members will hold the following aggregate number of shares which are subject to the pool agreement […]:

 

   Shareholder  Number of
shares
   Participation
in %
(rounded)
 
1  dievini   […]    […] 
2  DH-LT   […]    […] 
3  MH-LT   […]    […] 

 

Site 4 from 11

 

 

In the future, Bohlini and 4H will hold the following aggregate number of shares in […]:

 

   Shareholder  Depot  Number of
shares
   Participation
in %
(rounded)
   Total
participation
in %
(rounded)
 
1  Bohlini  Deposit no. [...] with […]   […]    […]    […] 
2  4H  Deposit no. [...] with […]   […]    […]    […] 

 

Therefore, the […] shares to be held by Bohlini in the future (“Bohlini Shares-[…]”) and the […] shares to be held by 4H in the future (“4H Shares-[…]”) shall be subject to this Accession Agreement.

 

The shares of the Parties which in the future shall be subject to the Pool Agreement […] shall therefore together amount to approx. […] % of the total share capital of […]. Accordingly, 4H shall be entitled to approx. […] % of the pool capital that is subject to the Pool Agreement […], Bohlini to approx. […], DH-LT to approx. […] %, MH-LT to approx. […] % and dievini to approx. […] %.

 

(E)The share capital of CureVac is divided into 186,952,406 registered shares with a nominal value of EUR 0.12 per share. In order to secure their sustained influence over CureVac, dievini and DH-LT have entered into an agreement on September 24, 2021 to align their interests with respect to CureVac and to ensure a uniform exercise of their rights (“Pool Agreement CureVac”). MH-LT joined the Pool Agreement CureVac on February 10, 2022. Specifically, the pool members hold shares in the following aggregate number of shares:

 

   Shareholder  Number of
shares
   Participation
in %
(rounded)
 
1  dievini   76,766,520    41.06 
2  DH-LT   7,368,500    3.94 
3  MH-LT   495,504    0.27 

 

In the future, the pool members will hold the following aggregate number of shares which are subject to the pool agreement CureVac:

 

   Shareholder  Number of
shares
   Participation
in %
(rounded)
 
1  dievini   70,846,532    37.90 
2  DH-LT   7,368,500    3.94 
3  MH-LT   495,504    0.27 

 

Site 5 from 11

 

 

In the future, Bohlini and 4H will hold the following aggregate number of shares in CureVac:

 

   Shareholder  Depot  Number of
shares
   Participation
in %
(rounded)
   Total
participation
in %
(rounded)
 
1  Bohlini  Deposit with Credit Suisse   2,983,477    1.60    1.60 
2  4H  Deposit with Credit Suisse   2,936,511    1.57    1.57 

 

Therefore, the 2,983,477 shares to be held by Bohlini in the future (“Bohlini Shares-CureVac”) and the 2,936,511 shares to be held by 4H in the future (“4H Shares-CureVac”) shall be subject to this Accession Agreement.

 

The shares of the Parties which in the future shall be subject to the Pool Agreement CureVac shall therefore together amount to approx. 45.27 % of the total share capital of CureVac. Accordingly, 4H shall be entitled to approx. 3.47 % of the pool capital that is subject to the Pool Agreement CureVac, Bohlini to approx. 3.53 %, DH-LT to approx. 8.70 %, MH-LT to approx. 0,60 % and dievini to approx. 83.72 %.

 

Site 6 from 11

 

 

(F)As Bohlini and 4H will directly hold less than 25% of the share capital of each of the companies, the shares held by them will in each case form part of the administrative assets within the meaning of Sec. 13b (4) no. 2 ErbStG for inheritance tax purposes. In order to achieve the preferential treatment for inheritance tax purposes and to avoid the qualification of the shares of Bohlini and of 4H as administrative assets pursuant to Sec. 13b (4) no. 2 ErbStG, the Parties shall make the arrangements required by Sec. 13b (1) no. 3 sent. 2 and Sec. 13b (4) no. 2 sent. 2 ErbStG, according to which, in order to secure their joint influence on the companies, they agree and undertake among themselves in accordance with the following provisions to only jointly dispose of their shares or to transfer them exclusively to other partners or shareholders subject to the same obligation and to exercise voting rights uniformly vis-à-vis non-bound partners and shareholders.

 

(G)4H wishes to subject the 4H Shares-[…], the 4H Shares-[…] and the 4H Shares-CureVac and Bohlini wishes to subject the Bohlini Shares-[…], the Bohlini Shares-[…] and the Bohlini Shares-CureVac to the provisions of the Pool Agreement […], the Pool Agreement […] and the Pool Agreement CureVac, respectively (hereinafter collectively “Pool Agreements”). The respective accessions to the existing Pool Agreements are also made in order to allow 4H and Bohlini to participate in the inheritance tax benefits of the pooled shares. dievini, DH-LT and MH-LT intend to agree to these accessions to the Pool Agreements.

 

Having said this, the parties agree as follows:

 

1Accession to the pool agreements

 

1.14H shall accede to the Pool Agreement […] with the 4H Shares-[…] or corresponding participations in the universal successor to […] as well as all shares in […] which 4H will directly hold in the future that are not excluded in this Agreement. Bohlini shall accede to the Pool Agreement […] with the Bohlini Shares-[…] or corresponding participations in the universal successor to […] as well as all shares in […] which Bohlini will directly hold in the future that are not excluded in this Agreement.

 

Site 7 from 11

 

 

1.24H shall accede to the Pool Agreement […] with the 4H Shares-[…] or corresponding participations in the universal successor to […] as well as all shares in […] which 4H will directly hold in the future that are not excluded in this Agreement. Bohlini shall accede to the Pool Agreement […] with the Bohlini Shares-[…] or corresponding participations in the universal successor to […] as well as all shares in […] which Bohlini will directly hold in the future that are not excluded in this Agreement.

 

1.34H shall accede to the Pool Agreement CureVac with the 4H Shares- CureVac or corresponding participations in the universal successor to CureVac as well as all shares in CureVac which 4H will directly hold in the future that are not excluded in this Agreement. Bohlini shall accede to the Pool Agreement CureVac with the Bohlini Shares-CureVac or corresponding participations in the universal successor to CureVac as well as all shares in CureVac which Bohlini will directly hold in the future that are not excluded in this Agreement.

 

1.4dievini, DH-LT and MH-LT each unanimously and fully approve these accessions.

 

1.5Except as otherwise provided in this Accession Agreement, this does not cause any change to the Pool Agreements.

 

2Term of the Pool Agreements

 

2.1The Parties hereby unanimously agree that the Pool Agreements may each be terminated without cause with ten (10) days’ notice to the end of each month, but for the first time as of August 31, 2022.

 

2.2Section 6.2 of the Pool Agreement […], Section 6.2 of the Pool Agreement […] and Section 7.2 of the Pool Agreement CureVac are therefore expressly amended and modified to this effect.

 

Site 8 from 11

 

 

3Pool resolution according to the Pool Agreement […]

 

Waiving all contractual and statutory provisions regarding the convening, announcement and holding of a shareholders’ meeting of the Pool GbR with respect to […] (in particular convocation periods, formal and procedural requirements), all Pool Members pursuant to the Pool Agreement […] hereby resolve the followings:

 

aThe transfer and assignment to 4H of […] out of the […] shares in […] held by dievini, which are subject to the Pool Agreement […], is approved; in particular, the consent required under clause 2 of the Pool Agreement […] is granted.

 

bThe transfer and assignment to Bohlini of […] out of the […] shares in […] held by dievini, which are subject to the Pool Agreement […], is approved; in particular, the consent required under clause 2 of the Pool Agreement […] is granted.

 

No further resolutions are passed.

 

4Pool resolution according to the pool agreement […]

 

Waiving all contractual and statutory provisions regarding the convening, announcement and holding of a shareholders’ meeting of the Pool GbR with respect to […] (in particular convocation periods, formal and procedural requirements), all Pool Members pursuant to the Pool Agreement […] hereby resolve the followings:

 

aThe transfer and assignment to 4H of […] out of the […] shares in […] held by dievini, which are subject to the Pool Agreement […], is approved; in particular, the consent required under clause 2 of the Pool Agreement […] is granted.

 

bThe transfer and assignment to Bohlini of […] out of the […] shares in […] held by dievini, which are subject to the Pool Agreement […], is approved; in particular, the consent required under clause 2 of the Pool Agreement […] is granted.

 

No further resolutions are passed.

 

Site 9 from 11

 

 

5Pool resolution according to the Pool Agreement CureVac

 

Waiving all contractual and statutory provisions regarding the convening, announcement and holding of a shareholders’ meeting of the Pool GbR with respect to CureVac (in particular convocation periods, formal and procedural requirements), all Pool Members pursuant to the Pool Agreement CureVac hereby resolve the followings:

 

aThe transfer and assignment to 4H of 2,936.511 out of the shares in CureVac held by dievini, which are subject to the Pool Agreement CureVac, is approved; in particular, the consent required under clause 2 of the Pool Agreement CureVac is granted.

 

bThe transfer and assignment to Bohlini of 2,983,477 out of the shares in CureVac held by dievini, which are subject to the Pool Agreement CureVac, is approved; in particular, the consent required under clause 2 of the Pool Agreement CureVac is granted.

 

No further resolutions are passed.

 

Wiesloch____, the March 13, 2022 at 04:40 pm

 

dievini

 

By: /s/ Christof Hettich  
Name:  Professor Dr Christof Hettich  
     
By: /s/ Friedrich von Bohlen und Halbach  
Name:  Professor Dr Friedrich von Bohlen und Halbach  

 

Wiesloch____, the March 13, 2022 at 04:00 pm

 

DH-LT

 

By: /s/ i. V. Michael Hoffmann  
Name:  Dr Michael Hoffmann  

 

Site 10 from 11

 

 

Wiesloch____, the March 13, 2022 at 02:30 pm

 

MH-LT

 

By: /s/ Mathias Hothum  
Name:  Dr Mathias Hothum  

 

Wiesloch____, the March 13, 2022 at 04:40 pm

 

4H

 

By: /s/ Christof Hettich  
Name:  Professor Dr Christof Hettich  

 

Wiesloch____, the March 13, 2022 at 04:00 pm_

 

Bohlini

 

By: /s/ Friedrich von Bohlen und Halbach  
Name:  Professor Dr Friedrich von Bohlen und Halbach  

 

Site 11 from 11