Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
11 Julio 2024 - 6:38AM
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)
9 July 2024
(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).
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| CUSIP No. 590717104 |
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13G |
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Page 1 of 8 Pages |
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| 1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gregory George
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| 2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
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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
Bahamas
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
113,791,847 |
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| 6. |
SHARED VOTING POWER
72,886,497 |
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| 7. |
SOLE DISPOSITIVE POWER
113,791,847 |
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| 8. |
SHARED DISPOSITIVE POWER
72,886,497 |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,678,344 |
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| 10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.41% |
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| 12. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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| CUSIP No. 590717104 |
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13G |
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Page 2 of 8 Pages |
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| 1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James George
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| 2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
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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
United States of America
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
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| 6. |
SHARED VOTING POWER
5,538,970 |
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| 7. |
SOLE DISPOSITIVE POWER
0 |
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| 8. |
SHARED DISPOSITIVE POWER
5,538,970 |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,538,970 |
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| 10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.49% |
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| 12. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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| CUSIP No. 590717104 |
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13G |
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Page 3 of 8 Pages |
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| 1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grant George
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| 2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
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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
United States of America
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
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| 6. |
SHARED VOTING POWER
6,000,000 |
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| 7. |
SOLE DISPOSITIVE POWER
0 |
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| 8. |
SHARED DISPOSITIVE POWER
6,000,000 |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 |
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| 10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.53% |
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| 12. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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| CUSIP No. 590717104 |
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13G |
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Page 4 of 8 Pages |
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| 1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
G to the Fourth Investments, LLC
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| 2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
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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
Nevada
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
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| 6. |
SHARED VOTING POWER
61,347,527 |
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| 7. |
SOLE DISPOSITIVE POWER
0 |
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| 8. |
SHARED DISPOSITIVE POWER
61,347,527 |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,347,527 |
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| 10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.39% |
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| 12. |
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TYPE OF REPORTING PERSON (see instructions)
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| CUSIP No. 590717104 |
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13G |
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Page 5 of 8 Pages |
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Item 1.
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(a) |
Name of Issuer
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Mesoblast Limited |
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(b) |
Address of Issuer’s Principal Executive Offices
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Level 38, 55 Collins Street, Melbourne 3000, Australia |
Item 2.
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(a) |
Name of Person Filing
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Gregory George, James George, Grant George and G to the Fourth Investments, LLC (the “Reporting Persons”)
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(b) |
Address of the Principal Office or, if none, residence:
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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
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(c) |
Citizenship
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Gregory George is a citizen of the Bahamas.
James George and Grant George are U.S. citizens.
G to the Fourth Investments, LLC, is organized in Nevada
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(d) |
Title of Class of Securities
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Ordinary Shares / American Depositary Receipts
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(e) |
CUSIP Number
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590717104 |
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:
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| CUSIP No. 590717104 |
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13G |
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Page 6 of 8 Pages |
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 July 10, 2024, based upon 1,137,611,751 ordinary shares of the issuer outstanding
as of July 10, 2024.
Gregory George
is the sole beneficial owner of 113,791,847 ordinary shares, which include 6,830,602 ordinary
shares underlying warrants and 40,792,800 ordinary shares held in the form of American Depositary Receipts (“ADRs”).
Gregory George
is a manager of G to the Fourth Investments, LLC and has discretionary authority to vote and dispose of 61,347,527 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 5,538,970 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 6,000,000 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
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a) |
Amount beneficially owned: 186,678,344 |
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b) |
Percent of class: 16.41% |
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c) |
Number of shares as to which the person has: |
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i. |
Sole power to vote or to direct the vote: 113,791,847 |
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ii. |
Shared power to vote or to direct the vote: 72,886,479 |
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iii. |
Sole power to dispose or to direct the disposition of: 113,791,847 |
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iv. |
Shared power to dispose or to direct the disposition of: 72,886,497 |
James George
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a) |
Amount beneficially owned: 5,538,970 |
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b) |
Percent of class: 0.49% |
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c) |
Number of shares as to which the person has: |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 5,538,970 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 5,538,970 |
Grant George
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a) |
Amount beneficially owned: 6,000,000 |
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b) |
Percent of class: 0.53% |
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c) |
Number of shares as to which the person has: |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 6,000,000 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 6,000,000 |
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| CUSIP No. 590717104 |
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13G |
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Page 7 of 8 Pages |
G to the Fourth Investments, LLC
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a) |
Amount beneficially owned: 61,347,527 |
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b) |
Percent of class: 5.39% |
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c) |
Number of shares as to which the person has: |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 61,347,527 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 61,347,527 |
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.
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(a) |
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
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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. |
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(b) |
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
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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. |
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| CUSIP No. 590717104 |
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13G |
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Page 8 of 8 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.
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/s/
Gregory George
Signature |
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Gregory George
Name |
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/s/ James George
Signature |
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James George
Name |
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/s/ Grant George
Signature |
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Grant George
Name |
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/s/ Gregory George
Signature |
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G to the Fourth Investments, LLC
Gregory George
Name |
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Manager |
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Title |
Mesoblast (PK) (USOTC:MEOBF)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Mesoblast (PK) (USOTC:MEOBF)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024
