- Statement of Ownership (SC 13G)
May 14 2010 - 4:29PM
Edgar (US Regulatory)
United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ImmunoGen, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45253H101
May 7, 2010
(Date of Event Which Requires Filing This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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þ
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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
(however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
BB Biotech AG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Switzerland
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,439,378
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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3,439,378
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,439,378
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC,CO
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2 of 7
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1
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NAMES OF REPORTING PERSONS
Biotech Target N.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Netherlands Antilles
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,439,378
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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3,439,378
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,439,378
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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3 of 7
Item 1
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1(a)
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Name of Issuer:
ImmunoGen, Inc.
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1(b)
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Address of Issuers Principal Executive Offices:
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830 Winter Street, Waltham, Massachusetts 02451 USA
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Item 2
2(a) Name of Person Filing:
BB Biotech AG (BB Biotech) on behalf of its wholly-owned
subsidiary, Biotech Target N.V. (Biotech Target)
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2(b)
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Address of Principal Business Office or, if none, Residence:
BB Biotech AG: Vordergasse 3, CH-8200 Schaffhausen, Switzerland
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Biotech Target N.V.: Snipweg 26, Curacao, Netherlands Antilles
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2(c)
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Citizenship:
BB Biotech AG: Switzerland
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Biotech Target N.V.: Netherlands Antilles
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2(d)
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Title of Class of Securities
Common Stock, $0.01 par value
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2(e)
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CUSIP Number
45253H101
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Item 3
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
a.
o
Broker or Dealer registered under Section 15 of the Act.
b.
o
Bank as defined in Section
3(a)(6)
of the Act.
c.
o
Insurance company as defined in Section
3(a)(19)
of the Act.
d.
o
Investment company registered under section 8 of the Investment Company Act of 1940.
e.
o
An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)
(E);
f.
o
An employee benefit plan or endowment fund in accordance with Rule
13d-
1(b)(1)(ii)
(F);
g.
o
A parent holding company or control person in accordance with Rule
13d-
1(b)(1)(ii)
(G);
h.
o
A savings associations as defined in
Section 3(b)
of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
i.
o
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;
j.
o
Group, in accordance with Rule 13d-
1(b)(1)(ii)
(J).
4 of 7
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
3,439,378
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(b)
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Percent of class:
5.1%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
0
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(ii)
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Shared power to vote or to direct the vote
3,439,378
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(iii)
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Sole power to dispose or to direct the disposition of
0
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(iv)
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Shared power to dispose or to direct the disposition of
3,439,378
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following:
o
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.
This statement is filed jointly by BB Biotech and Biotech Target, Biotech Target is a
wholly-owned subsidiary of BB Biotech.
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
5 of 7
Item 10. Certification
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.
SIGNATURES
After reasonable inquiry and the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
BB Biotech AG
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Date:
May 12, 2010
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By:
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/s/ Michael Hutter
Signatory Authority
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Name:
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Michael Hutter
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Title:
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Signatory Authority
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Date:
May 12, 2010
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By:
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/s/ Pascal Schmucki
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Signatory Authority
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Name:
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Pascal Schmucki
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Title:
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Signatory Authority
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Biotech Target N.V.
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Date:
May 12, 2010
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By:
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/s/ Michael Hutter
Signatory Authority
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Name:
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Michael Hutter
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Title:
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Signatory Authority
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Date:
May 12, 2010
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By:
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/s/ Michael Hutter
Signatory Authority
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Name:
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Pascal Schmucki
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Title:
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Signatory Authority
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6 of 7
Exhibit A
Joint Filing Statement
We, the undersigned, hereby express our agreement that the attached Schedule 13G (including
all amendments thereto) is filed on behalf of each of the undersigned.
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BB Biotech AG
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Date:
May 12, 2010
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By:
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/s/ Michael Hutter
Signatory Authority
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Name:
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Michael Hutter
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Title:
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Signatory Authority
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Date:
May 12, 2010
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By:
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/s/ Pascal Schmucki
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Signatory Authority
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Name:
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Pascal Schmucki
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Title:
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Signatory Authority
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Biotech Target N.V.
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Date:
May 12, 2010
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By:
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/s/ Michael Hutter
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Signatory Authority
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Name:
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Michael Hutter
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Title:
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Signatory Authority
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Date:
May 12, 2010
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By:
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/s/ Pascal Schmucki
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Signatory Authority
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Name:
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Pascal Schmucki
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Title:
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Signatory Authority
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7 of 7
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