Sec Form 4 Filing - BAKER BROS. ADVISORS LP @ DBV Technologies S.A. - 2022-06-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BAKER BROS. ADVISORS LP
2. Issuer Name and Ticker or Trading Symbol
DBV Technologies S.A. [ DBVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/13/2022
(Street)
NEW YORK, NY10014
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
American Depositary Shares 1,200,369 I See Footnotes( 1 )( 2 )( 3 )( 4 )
American Depositary Shares 13,413,895 I See Footnotes( 1 )( 3 )( 4 )( 5 )
Ordinary Shares 06/13/2022 A 1,252,432 A 1,585,054 I See Footnotes( 2 )( 3 )( 4 )( 6 )
Ordinary Shares 06/13/2022 A 10,622,568 A 14,575,984 I See Footnotes( 3 )( 4 )( 5 )( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Se curity
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrants ( 7 ) 06/13/2022 A 1,383,352 ( 8 ) 06/13/2032 Ordinary Shares 1,383,352 ( 8 ) 1,383,352 I See Footnotes( 2 )( 3 )( 4 )( 8 )
Pre-Funded Warrants ( 7 ) 06/13/2022 A 11,732,979 ( 8 ) 06/13/2032 Ordinary Shares 11,732,979 ( 8 ) 11,732,979 I See Footnotes( 3 )( 4 )( 5 )( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAKER BROS. ADVISORS LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY10014
X X
667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY10014
X X
BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY10014
X X
BAKER FELIX
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY10014
X X
Baker Bros. Advisors (GP) LLC
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY10014
X X
Baker Brothers Life Sciences LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY10014
X X
Signatures
By: Baker Bros. Advisors LP,Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/13/2022
Signature of Reporting Person Date
Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/13/2022
Signature of Reporting Person Date
/s/ Julian C. Baker 06/13/2022
Signature of Reporting Person Date
/s/ Felix J. Baker 06/13/2022
Signature of Reporting Person Date
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/13/2022
Signature of Reporting Person Date
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 06/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )American Depositary Shares ("ADS") each represent 1/2 of an Ordinary Share ("Ordinary Shares") of DBV Technologies S.A. (the "Issuer").
( 2 )As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, reported in column 5 of Table I and the Pre-Funded Warrants (as defined below) reported in column 9 of Table II directly held 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.
( 3 )Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, 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 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 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 by the Funds.
( 4 )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.
( 5 )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 may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, reported in column 5 of Table I and Pre-Funded Warrants (as defined below) reported in column 9 of Table II directly held 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.
( 6 )667 and Life Sciences, pursuant to a Securities Purchase Agreement with the Issuer, purchased in a private investment in public equity financing that clo sed on June 13, 2022 (the "Offering") 1,252,432 and 10,622,568 Ordinary Shares, respectively, at the offering price of 3.00 EUR per share, totaling 11,875,000 Ordinary Shares in the aggregate.
( 7 )Exercisable for 0.10 EUR per warrant on a 1-for-1 basis into Ordinary Shares.
( 8 )Pursuant to the Offering, 667 and Life Sciences also purchased 1,383,352 and 11,732,979 warrants ("Pre-Funded Warrants"), respectively, with an exercise price of 0.10 EUR and an expiration date of June 13, 2032 exercisable immediately at the option of the holder on a 1-for-1 basis into Ordinary Shares to the extent that such holders, together with any other holders the holdings of which are assigned pursuant to the Pre-funded Warrant or pertinent law, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than 9.99% of the outstanding Ordinary Shares immediately prior to or following such exercise, at an offering price of 2.90 EUR per Pre-Funded Warrant, totaling 13,116,331 Pre-Funded Warrants in the aggregate.

Remarks:
Michael Goller, a full-time employees of Baker Bros. Advisors LP, is a director of DBV Technologies S.A. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

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