Qiagen N.V.

SC 13D/A 1 p21-0244sc13da.htm QIAGEN N.V.

Under the Securities Exchange Act of 1934

Ordinary Shares, par value €0.01 per share

c/o Davidson Kempner Capital Management LP

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

* 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. N72482123 SCHEDULE 13D/A Page 2 of 8 Pages

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

CUSIP No. N72482123 SCHEDULE 13D/A Page 3 of 8 Pages

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

CUSIP No. N72482123 SCHEDULE 13D/A Page 4 of 8 Pages

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

CUSIP No. N72482123 SCHEDULE 13D/A Page 5 of 8 Pages

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c) Information concerning transactions in the Ordinary Shares reported herein effected during the last sixty days is set forth in Schedule A , which is attached hereto and is incorporated herein by reference. All of the transactions in the Ordinary Shares listed therein were effected through brokers in the open market or directly through various brokerage entities.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Ordinary Shares.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The first paragraph of Item 6 of the Schedule 13D is hereby amended and restated as follows:

CUSIP No. N72482123 SCHEDULE 13D/A Page 6 of 8 Pages

Certain funds managed by DKCM hold an aggregate of $11,800,000 principal amount of the Issuer's 1.000% Senior Unsecured Convertible Notes due 2024, the terms of the Notes are described in the Issuer's SEC filings.

Certain funds managed by DKCM have entered into notional principal amount derivative agreements in the form of cash settled swaps (the "Derivative Agreements") representing short economic exposure to 162,977 Ordinary Shares (representing economic short exposure comparable to approximately 0.07% of the Ordinary Shares of the Issuer). The Derivative Agreements provide economic results that are comparable to a short position, but do not provide the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the "Subject Shares"). The Reporting Persons disclaim beneficial ownership in the Short Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

CUSIP No. N72482123 SCHEDULE 13D/A Page 7 of 8 Pages