UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| XBIOTECH INC. |
| (Name of Issuer) |
| Common Shares, no par value |
| (Title of Class of Securities) |
| 98400H102 |
| (CUSIP Number) |
| December 31, 2023 |
| (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)
[x] Rule 13d-1(d)
1The 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 (however, see the Notes ).
SCHEDULE 13G
| CUSIP No. | 98400H102 |
| 1 | Names of Reporting Persons | |
Thomas Gut
| ||
| 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 | |
Switzerland
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
3,914,111
| ||
| 6 | Shared Voting Power | |
| ||
| 7 | Sole Dispositive Power | |
3,914,111
| ||
| 8 | Shared Dispositive Power | |
| ||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |
3,914,111
| ||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | |
[ ]
| ||
| 11 | Percent of class represented by amount in row (9) | |
12.86%
| ||
| 12 | Type of Reporting Person (See Instructions) | |
IN
| ||
Item 1.
| (a) | Name of Issuer: |
XBiotech Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
5217 Winnebago Ln, Austin, TX 78744
Item 2.
| (a) | Name of Person Filing: |
Thomas Gut
| (b) | Address of Principal Business Office or, if None, Residence: |
Thomas Gut
c/o Lindenberg Family Office Ltd.
Laternengasse 5
8001 Zurich, Switzerland
| (c) | Citizenship: |
Switzerland
| (d) | Title and Class of Securities: |
Common Shares, no par value
| (e) | CUSIP No.: |
98400H102
| 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; | |||||
| (b) | ◻ | Bank as defined in Section 3(a)(6) of the Act; | |||||
| (c) | ◻ | Insurance company as defined in Section 3(a)(19) of the Act; | |||||
| (d) | ◻ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |||||
| (e) | ◻ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |||||
| (f) | ◻ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |||||
| (g) | ◻ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |||||
| (h) | ◻ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |||||
| (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; | |||||
| (j) | ◻ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | |||||
Not Applicable
| Item 4. | Ownership |
As of December 31, 2023
| (a) | Amount Beneficially Owned: |
3,914,111 shares
| (b) | Percent of Class: |
12.86% Based upon 30,436,964 shares outstanding as of December 31, 2023.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
3,914,111 shares
(ii) | Shared power to vote or to direct the vote: |
| (iii) | Sole power to dispose or to direct the disposition of: |
3,914,111 shares
| (iv) | Shared power to dispose or to direct the disposition of: |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| Not Applicable |
| Item 6. | Ownership of more than Five Percent on Behalf of Another Person. |
| Not Applicable |
| 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 |
| Item 8. | Identification and classification of members of the group. |
| Not Applicable |
| Item 9. | Notice of Dissolution of Group. |
| Not Applicable |
| Item 10. | Certifications. |
| Not Applicable |
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 7, 2024
/s/ Thomas Gut
Thomas Gut
