UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Materialise NV

(Name of Issuer)

Ordinary Shares, no nominal value per share

(Title of Class of Securities)

57667T100

(CUSIP Number)

Wilfried Vancraen

Technologielaan 15

3001 Leuven

Belgium

+32 (16) 39 66 11

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

December 31, 2020

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

CUSIP No. 57667T100

CUSIP No. 57667T100

CUSIP No. 57667T100

This Amendment No. 2 to Statement on Schedule 13D (this “Amendment”) is filed jointly by (i) Wilfried Vancraen, (ii) Hilde Ingelaere and (iii) Idem (collectively the “Reporting Persons”) pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This Amendment amends and supplements the Statement on Schedule 13D (the “Original Schedule 13D”) originally filed by the Reporting Persons and Ailanthus NV (a limited liability company (naamloze vennootschap) that was organized and existed under the laws of Belgium and previously owned and controlled by Mr. Vancraen and Ms. Ingelaere (“Ailanthus”)) with the Securities and Exchange Commission (the “SEC”) on July 10, 2014 relating to the ordinary shares, no nominal value per share (the “Shares”), of Materialise NV, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (the “Issuer”), as amended by Amendment No. 1 to Statement on Schedule 13D filed by the Reporting Persons and Ailanthus with the SEC on November 24, 2020 (“Amendment No. 1” and, the Original Schedule 13D as amended by Amendment No. 1, the “Schedule 13D”).

The Original Schedule 13D was originally filed as a result of a recapitalization of the Issuer that occurred in connection with the closing of its initial public offering of American Depositary Shares on June 30, 2014, which recapitalization resulted in the Reporting Persons and Ailanthus receiving certain Shares. Amendment No. 1 was filed as a result of the proposed merger of Ailanthus into the Issuer (the “Merger”).

Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D.

ITEM 2. IDENTITY AND BACKGROUND

References to Ailanthus in the first paragraph under Item 2 of the Schedule 13D are hereby deleted, the fourth paragraph under Item 2 of the Schedule 13D is hereby deleted and the existing fifth and sixth paragraphs under Item 2 of the Schedule 13D are hereby reclassified respectively as the fourth and fifth paragraphs thereunder.

ITEM 4. PURPOSE OF TRANSACTION

The third, fourth, fifth, sixth and seventh paragraphs under Item 4 of the Schedule 13D are hereby amended and restated by replacing such paragraphs with the following six paragraphs:

At the request of Ailanthus NV (a company that was previously 100% owned by Mr. Vancraen and Ms. Ingelaere, “Ailanthus”), of Mr. Vancraen and of Ms. Ingelaere, an extraordinary shareholders’ meeting of the Issuer was held on December 31, 2020. The purpose of the meeting was to decide on a proposal to merge Ailanthus into the Issuer (the “Merger”). At the meeting, the shareholders of the Issuer decided to approve the Merger.

Following shareholder approval, the Merger was consummated on December 31, 2020 pursuant to a merger deed (the “Merger Deed”). In connection with the Merger, the Issuer acquired 13,428,688 existing Shares held by Ailanthus, which Shares the Issuer annulled immediately following the Merger, and the Issuer issued to Mr. Vancraen and Ms. Ingelaere, in their capacity as shareholders of Ailanthus, 13,428,688 new Shares (the “New Shares”) (with 134,241 of such New Shares being issued to Mr. Vancraen and 13,294,447 of such New Shares being issued to Ms. Ingelaere). The Merger constituted a part of the restructuring of the family assets held by the family Vancraen-Ingelaere.

In connection with and prior to the Merger, the Issuer entered into an indemnification agreement (the “Indemnification Agreement”) with Ailanthus, Mr. Vancraen, Ms. Ingelaere and Lunebeke NV, a company owned by Mr. Vancraen and Ms. Ingelaere (collectively, the “indemnifying parties”). Pursuant to the Indemnification Agreement, among other things, the indemnifying parties agreed to reimburse the Issuer for: (i) costs incurred by the Issuer in connection with the Merger, (ii) possible liabilities of the Issuer as a result of the Merger, and (ii) possible negative tax consequences, if any, for certain of the Issuer’s shareholders.

In addition, in connection with the Merger, the Issuer entered into a letter agreement (the “Letter Agreement”), dated December 31, 2020, with Mr. Vancraen and Ms. Ingelaere pursuant to which, among other things, the Issuer granted certain demand and “piggyback” registration rights to Mr. Vancraen and Ms. Ingelaere in respect of the New Shares.

The foregoing descriptions of the terms of the Merger Deed, the Indemnification Agreement and the Letter Agreement are intended as summaries only and are qualified in their entirety by reference to the Merger Deed, the Indemnification Agreement and the Letter Agreement, which are filed as exhibits to this Schedule 13D and incorporated by reference herein.

Other than as described in this Item 4 or Item 6 of the Schedule 13D, none of the Reporting Persons have any plan or proposal relating to or that would result in:

However, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a) (b)

power and dispositive power over these Shares.

ITEM 7. INFORMATION TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and restated as follows:

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: January 5, 2021