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4//SEC Filing

BAKER JULIAN 4

Accession 0001193125-26-012991

CIK 0001613780other
View on SEC.govCompany Profile

Filed

Jan 13, 7:00 PM ET

Accepted

Jan 14, 4:33 PM ET

Size

27.5 KB

Accession

0001193125-26-012991

Insider Transaction Report

Form 4
Period: 2026-01-12
DBV Technologies S.A.DBVT
BAKER BROS. ADVISORS LP
Director
Transactions
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F3][F4][F5]
    2026-01-12−2,299,656→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (2,299,656 underlying)
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F4][F5][F6]
    2026-01-12−25,005,240→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (25,005,240 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F3][F4][F5]
    2026-01-12+2,299,656→ 2,299,656 total(indirect: See Footnotes)
    → Ordinary Shares (4,024,398 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F4][F5][F6]
    2026-01-12+25,005,240→ 25,005,240 total(indirect: See Footnotes)
    → Ordinary Shares (43,759,170 underlying)
Baker Bros. Advisors (GP) LLC
Director
Transactions
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F3][F4][F5]
    2026-01-12−2,299,656→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (2,299,656 underlying)
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F4][F5][F6]
    2026-01-12−25,005,240→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (25,005,240 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F3][F4][F5]
    2026-01-12+2,299,656→ 2,299,656 total(indirect: See Footnotes)
    → Ordinary Shares (4,024,398 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F4][F5][F6]
    2026-01-12+25,005,240→ 25,005,240 total(indirect: See Footnotes)
    → Ordinary Shares (43,759,170 underlying)
667, L.P.
Director
Transactions
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F3][F4][F5]
    2026-01-12−2,299,656→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (2,299,656 underlying)
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F4][F5][F6]
    2026-01-12−25,005,240→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (25,005,240 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F3][F4][F5]
    2026-01-12+2,299,656→ 2,299,656 total(indirect: See Footnotes)
    → Ordinary Shares (4,024,398 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F4][F5][F6]
    2026-01-12+25,005,240→ 25,005,240 total(indirect: See Footnotes)
    → Ordinary Shares (43,759,170 underlying)
Baker Brothers Life Sciences LP
Director
Transactions
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F3][F4][F5]
    2026-01-12−2,299,656→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (2,299,656 underlying)
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F4][F5][F6]
    2026-01-12−25,005,240→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (25,005,240 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F3][F4][F5]
    2026-01-12+2,299,656→ 2,299,656 total(indirect: See Footnotes)
    → Ordinary Shares (4,024,398 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F4][F5][F6]
    2026-01-12+25,005,240→ 25,005,240 total(indirect: See Footnotes)
    → Ordinary Shares (43,759,170 underlying)
BAKER FELIX
Director
Transactions
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F3][F4][F5]
    2026-01-12−2,299,656→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (2,299,656 underlying)
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F4][F5][F6]
    2026-01-12−25,005,240→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (25,005,240 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F3][F4][F5]
    2026-01-12+2,299,656→ 2,299,656 total(indirect: See Footnotes)
    → Ordinary Shares (4,024,398 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F4][F5][F6]
    2026-01-12+25,005,240→ 25,005,240 total(indirect: See Footnotes)
    → Ordinary Shares (43,759,170 underlying)
BAKER JULIAN
Director
Transactions
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F3][F4][F5]
    2026-01-12−2,299,656→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (2,299,656 underlying)
  • Exercise/Conversion

    BS Warrant

    [F1][F2][F7][F8][F9][F4][F5][F6]
    2026-01-12−25,005,240→ 0 total(indirect: See Footnotes)
    Exp: 2026-01-15→ Second Pre-Funded Warrant (25,005,240 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F3][F4][F5]
    2026-01-12+2,299,656→ 2,299,656 total(indirect: See Footnotes)
    → Ordinary Shares (4,024,398 underlying)
  • Exercise/Conversion

    Second Pre-Funded Warrant

    [F1][F7][F8][F9][F4][F5][F6]
    2026-01-12+25,005,240→ 25,005,240 total(indirect: See Footnotes)
    → Ordinary Shares (43,759,170 underlying)
Footnotes (9)
  • [F1]On January 12, 2026, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds") exercised, respectively, 2,299,656 and 25,005,240 warrants (each, a "BS Warrant") of DBV Technologies S.A. (the "Issuer"), at a strike price of EUR 1.5764, on a one-for-one basis into pre-funded warrants (each, a "Second Pre-Funded Warrant"), each of which are exercisable for 1.75 Ordinary Shares of the Issuer at an exercise price of EUR 0.0175.
  • [F2]The BS Warrants were exercisable until January 15, 2026, which is 30 days following the publication by the Issuer that the VITESSE Phase 3 study met its primary endpoint as further described in the Terms and Conditions of the BS Warrants.
  • [F3]After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
  • [F4]Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.
  • [F5]Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
  • [F6]After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
  • [F7]Each Second Pre-Funded Warrant is exercisable initially for 1.75 Ordinary Shares per Second Pre-Funded Warrant. The Second Pre-Funded Warrants bear an unpaid exercise price per Ordinary Share issuable pursuant to such Second Pre-Funded Warrants (a "Second Pre-Funded Warrant Share") of EUR 0.01. The Second Pre-Funded Warrants may be exercised until April 7, 2035. (continued in Note 8)
  • [F8](continued from Note 7) The Second Pre-Funded Warrants are only exercisable to the extent that immediately prior to or after giving effect to such exercise the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or one of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the Issuer's outstanding Ordinary Shares (the "Second Pre-Funded Warrant Beneficial Ownership Limitation"). A holder, upon notice to the Issuer, may increase or decrease the Second Pre-Funded Warrant Beneficial Ownership Limitation, provided that (a) to the extent required by law, in cases of the Second Pre-Funded Warrant Beneficial Ownership Limitation being increased above 9.99%, the holder has obtained certain French regulatory approvals as described in the Terms and Conditions of the Second Pre-Funded Warrants and (continued in Note 9)
  • [F9](continued from Note 9) (b) the Second Pre-Funded Warrant Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares upon exercise of the Second Pre-Funded Warrants held by the holder, and with respect to the French FDI Regime (as defined in the Terms and Conditions of the Second Pre-Funded Warrants), does not exceed 24.99% of the voting rights immediately after giving effect to the issuance of shares upon exercise of the Second Pre-Funded Warrants held by the holder. Any increase in the Second Pre-funded Warrant Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer.

Documents

1 file

Issuer

DBV Technologies S.A.

CIK 0001613780

→
Entity typeother

Related Parties

1
  • filerCIK 0001087939

Filing Metadata

Form type
4
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 4:33 PM ET
Size
27.5 KB
View on SEC.gov