UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)*
XBIOTECH INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
98400H102
(CUSIP Number)
December 21, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP NO. 98400H102 | 13G/A | Page 2 of 5 Pages |
| (1) | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Rennes Fondation | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Principality of Liechtenstein | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
3,698,282(1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
3,698,282(1) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,698,282(1) | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (a)
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.32%(2) | |||||
| (12) | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Excludes short put options pursuant to which the Reporting Person may be required to purchase 3,100 shares of common stock. |
| (2) | Based on 35,819,772 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on October 31, 2018. |
| CUSIP NO. 98400H102 | 13G/A | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer. |
XBiotech Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices. |
8201 E Riverside Dr. Bldg 4, Ste 100
Austin, TX 78744
| Item 2(a). | Name of Person Filing. |
Rennes Fondation
| Item 2(b). | Address of Principal Business Office or, if None, Residence. |
Rätikonstrasse 13, Vaduz, Principality of Liechtenstein, FL-9490
| Item 2(c). | Organization/Citizenship. |
Principality of Liechtenstein
| Item 2(d). | Title of Class Of Securities. |
Common Stock, no par value
| Item 2(e). | CUSIP Number. |
98400H102
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person is a: |
This statement is filed pursuant to Rule 13d-1(c). The filing person is not an entity of the type listed in Items 3(a) through 3(j) of Schedule 13G.
| Item 4. | Ownership. |
Please provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) Amount beneficially owned: |
3,698,282 | |||
| (b) Percent of class: |
10.32 | % | ||
| (c) Number of shares as to which person has: |
||||
| (i) Sole power to vote or direct the vote: |
3,698,282 | |||
| (ii) Shared power to vote or to direct the vote: |
0 | |||
| (iii) Sole power to dispose or to direct the disposition of: |
3,698,282 | |||
| (iv) Shared power to dispose or direct the Disposition of: |
0 |
See also Items 5, 7, 9 and 11 of the cover page.
| CUSIP NO. 98400H102 | 13G/A | Page 4 of 5 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
N/A
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
N/A
| Item 8. | Identification and Classification of Members of the Group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP NO. 98400H102 | 13G/A | Page 5 of 5 Pages |
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.
Dated: February 14, 2019
| RENNES FONDATION | ||
| By: | /s/ Rolf Herter | |
| Rolf Herter, Director | ||
26120373.3