Form SCHEDULE 13G GENMAB A/S Filed by: Darwin Global Management, Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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GENMAB A/S (Name of Issuer) |
Ordinary Shares, nominal value DKK 1 per share (Title of Class of Securities) |
(CUSIP Number) |
09/28/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Darwin Global Management, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,668,310.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Consists of (i) 1,825,006 Ordinary Shares and (ii) 18,433,047 ADSs representing 1,843,304 Ordinary Shares.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Dr. Abhishek Trehan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,668,310.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Consists of (i) 1,825,006 Ordinary Shares and (ii) 18,433,047 ADSs representing 1,843,304 Ordinary Shares.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Darwin Global Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,569,746.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Consists of (i) 1,775,809 Ordinary Shares and (ii) 17,939,370 ADSs representing 1,793,937 Ordinary Shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
GENMAB A/S | |
| (b) | Address of issuer's principal executive offices:
Carl Jacobsens Vej 30, 2500 Valby, Denmark | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by:
(i) Darwin Global Management, Ltd., a limited company incorporated under the laws of Jersey ("Darwin Global"), with respect to the ordinary shares, nominal value DKK 1 per share ("Ordinary Shares"), of Genmab A/S, a public limited liability company incorporated under the laws of Denmark (the "Company"), directly held by, and represented by the American Depositary Shares ("ADSs") of the Company directly held by, (a) Master Fund (as defined below), to which Darwin Global serves as investment manager, and (b) segregated accounts (the "Segregated Accounts") for which Darwin Global serves as an appointed sub-investment advisor;
(ii) Dr. Abhishek Trehan ("Dr. Trehan"), the Chief Investment Officer and the controlling person of Darwin Global, with respect to the Ordinary Shares directly held by, and represented by ADSs directly held by, each of Master Fund and the Segregated Accounts; and
(iii) Darwin Global Master Fund Ltd. ("Master Fund"), a Cayman Islands exempted company, with respect to the Ordinary Shares directly held by, and represented by ADSs directly held by, it.
The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
There is no CUSIP assigned to the Ordinary Shares. The CUSIP number 372303206 has been assigned to the ADSs, which are quoted on The Nasdaq Stock Market LLC under the symbol "GMAB". Each ADS represents ownership of one tenth of one Ordinary Share. | |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is Whiteley Chambers, Don Street, St. Helier, Jersey JE2 4TR. | |
| (c) | Citizenship:
Darwin Global is a Jersey limited company. Dr. Trehan is a British citizen. Master Fund is a Cayman Islands exempted company. | |
| (d) | Title of class of securities:
Ordinary Shares, nominal value DKK 1 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 62,405,855 Ordinary Shares, reported to be outstanding in Exhibit 99.1 to the Form 6-K filed with the SEC on September 9, 2026. | |
| (b) | Percent of class:
5.9% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
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Exhibit Information
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Exhibit 99: Joint Filing Agreement |
ATTACHMENTS / EXHIBITS