Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
06 September 2023 - 12:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Mesoblast
Limited
(Name
of Issuer)
Ordinary
Shares
(Title
of Class of Securities)
590717104
(CUSIP
Number)
See
Item 2(b) below
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
24
August 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) |
| ☐ |
Rule 13d-1(d) |
| * | 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. 590717104 |
|
13G |
|
Page
1 of 9 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gregory
George
|
| 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
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
29,049,805 |
|
| 6. |
SHARED
VOTING POWER
44,147,597 |
|
| 7. |
SOLE
DISPOSITIVE POWER
29,049,805 |
|
| 8. |
SHARED
DISPOSITIVE POWER
44,147,597 |
|
| |
|
|
|
|
|
| 9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,197,402 |
| 10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.99% |
| 12. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN |
| CUSIP
No. 590717104 |
|
13G |
|
Page
2 of 9 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James George
|
| 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
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
| 6. |
SHARED
VOTING POWER
2,500,000 |
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
|
| 8. |
SHARED
DISPOSITIVE POWER
2,500,000 |
|
| |
|
|
|
|
|
| 9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 |
| 10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.31% |
| 12. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN |
| CUSIP
No. 590717104 |
|
13G |
|
Page
3 of 9 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grant
George
|
| 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
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
| 6. |
SHARED
VOTING POWER
2,355,000
| |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
|
| 8. |
SHARED
DISPOSITIVE POWER
2,355,000 |
|
| |
|
|
|
|
|
| 9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,355,000 |
| 10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.29% |
| 12. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN |
| CUSIP
No. 590717104 |
|
13G |
|
Page
4 of 9 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
G
to the Fourth Investments, LLC
|
| 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
Nevada |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
| 6. |
SHARED
VOTING POWER
39,242,597 |
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
|
| 8. |
SHARED
DISPOSITIVE POWER
39,242,597 |
|
| |
|
|
|
|
|
| 9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,242,597 |
| 10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.82% |
| 12. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO |
| CUSIP
No. 590717104 |
|
13G |
|
Page
5 of 9 Pages |
Item
1.
|
(a) |
Name
of Issuer |
| |
|
|
| |
|
Mesoblast
Limited |
| |
|
|
| |
(b) |
Address
of Issuer’s Principal Executive Offices |
| |
|
|
| |
|
Level
38, 55 Collins Street, Melbourne 3000, Australia |
Item
2.
|
(a) |
Name
of Person Filing |
| |
|
|
| |
|
Gregory
George, James George, Grant George and G to the Fourth Investments, LLC (the “Reporting Persons”) |
| |
|
|
| |
(b) |
Address
of the Principal Office or, if none, residence: |
| |
|
|
| |
|
The
principal business office of the Reporting Persons is:
Gregory
George
371
Channelside Walkway
PH
1702, Tampa
Florida,
33602
G
to the Fourth Investments, LLC
831
Laca Street
Dayton
Nevada,
89403
James
George
371
Channelside Walkway
PH
1702, Tampa
Florida,
33602
Grant
George
371
Channelside Walkway
PH
1702, Tampa
Florida,
33602
|
| |
(c) |
Citizenship |
| |
|
|
| |
|
Gregory
George, James George and Grant George are U.S. citizens.
G
to the Fourth Investments, LLC, is organized in Nevada |
| |
|
|
| |
(d) |
Title
of Class of Securities |
| |
|
|
| |
|
Ordinary
Shares / American Depositary Receipts |
| |
|
|
| |
(e) |
CUSIP
Number |
| |
|
|
| |
|
590717104 |
| CUSIP
No. 590717104 |
|
13G |
|
Page
6 of 9 Pages |
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:
Not
Applicable
Item
4. Ownership.
The
ownership information below represents beneficial ownership of ordinary shares as represented by American Depositary Receipts by the
Reporting Persons as of August 24, 2023, based upon 814,204,825 ordinary shares of the issuer outstanding as of August 24,
2023.
Gregory
George is the sole beneficial owner of 29,049,805 ordinary shares, which include 6,830,602 ordinary shares underlying warrants and 22,205,910
ordinary shares held in the form of American Depositary Receipts (“ADRs”).
Gregory
George is a member of G to the Fourth Investments, LLC and has discretionary authority to vote and dispose of 39,242,597 ordinary shares
held by G to the Fourth Investments, LLC. Gregory George may be deemed to be the beneficial owner of these shares.
Gregory
George has discretionary authority to vote and dispose of 2,500,000 ordinary shares held in the form of ADRs by his son James George.
Gregory George may be deemed to be the beneficial owner of these shares.
Gregory
George has discretionary authority to vote and dispose of 2,405,000 ordinary shares held in the form of ADRs by his son Grant George.
Gregory George may be deemed to be the beneficial owner of these shares.
Gregory
George
| |
a) |
Amount
beneficially owned: 73,197,402 |
| |
b) |
Percent
of class: 8.99% |
| |
c) |
Number
of shares as to which the person has: |
| |
i. |
Sole
power to vote or to direct the vote: 29,049,805 |
| |
ii. |
Shared
power to vote or to direct the vote: 44,147,597 |
| |
iii. |
Sole
power to dispose or to direct the disposition of: 29,049,805 |
| |
iv. |
Shared
power to dispose or to direct the disposition of: 44,147,597 |
| CUSIP
No. 590717104 |
|
13G |
|
Page
7 of 9 Pages |
James
George
| |
a) |
Amount
beneficially owned: 2,500,000 |
| |
b) |
Percent
of class: 0.31% |
| |
c) |
Number
of shares as to which the person has: |
| |
i. |
Sole
power to vote or to direct the vote: 0 |
| |
ii. |
Shared
power to vote or to direct the vote: 2,500,000 |
| |
iii. |
Sole
power to dispose or to direct the disposition of: 0 |
| |
iv. |
Shared
power to dispose or to direct the disposition of: 2,500,000 |
Grant
George
| |
a) |
Amount
beneficially owned: 2,355,000 |
| |
b) |
Percent
of class: 0.29% |
| |
c) |
Number
of shares as to which the person has: |
| |
i. |
Sole
power to vote or to direct the vote: 0 |
| |
ii. |
Shared
power to vote or to direct the vote: 2,355,000 |
| |
iii. |
Sole
power to dispose or to direct the disposition of: 0 |
| |
iv. |
Shared
power to dispose or to direct the disposition of: 2,355,000 |
G
to the Fourth Investments, LLC
| |
a) |
Amount
beneficially owned: 32,284,567 |
| |
b) |
Percent
of class: 4.82% |
| |
c) |
Number
of shares as to which the person has: |
| |
i. |
Sole
power to vote or to direct the vote: 0 |
| |
ii. |
Shared
power to vote or to direct the vote: 39,242,597 |
| |
iii. |
Sole
power to dispose or to direct the disposition of: 0 |
| |
iv. |
Shared
power to dispose or to direct the disposition of: 39,242,597 |
| CUSIP
No. 590717104 |
|
13G |
|
Page
8 of 9 Pages |
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.
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. Certification.
| |
(a) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
| |
|
|
| |
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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. |
| |
|
|
| |
(b) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
| |
|
|
| |
|
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. |
| CUSIP
No. 590717104 |
|
13G |
|
Page
9 of 9 Pages |
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.
| September 6, 2023 |
/s/ Gregory George |
| |
Signature |
| |
|
| |
Gregory George |
| |
Name |
| |
|
| September 6, 2023 |
/s/ James George |
| |
Signature |
| |
|
| |
James George |
| |
Name |
| |
|
| September 6, 2023 |
/s/ Grant George |
| |
Signature |
| |
|
| |
Grant George |
| |
Name |
| |
|
| September 6, 2023 |
/s/ Gregory George |
| |
Signature |
| |
|
| |
G to the Fourth Investments, LLC |
| |
|
| |
Gregory George |
| |
Name |
| |
|
| |
Manager |
| |
Title |
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