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UNITED STATES |
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of March 2020
Commission File Number 001-37626
Mesoblast Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Australia
(Jurisdiction of incorporation or organization)
Silviu Itescu
Chief Executive Officer and Executive Director
Level 38
55 Collins Street
Melbourne 3000
Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☑ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☑
INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K
On March 20, 2020, Mesoblast submitted Change in Director’s Interest Notice forms to the Australian Securities Exchange, copies of which are attached to this report as Exhibit 99.1.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.
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Mesoblast Limited |
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/s/ Charlie Harrison |
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Charlie Harrison |
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Company Secretary
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Dated: March 25, 2020
INDEX TO EXHIBITS
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Item |
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99.1 |
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Appendix 3Y of Mesoblast Ltd, dated March 20, 2020. |
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Exhibit 99.1
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
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Name of entity Mesoblast Limited |
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ABN 68 109 431 870 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
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Name of Director |
Donal O’Dwyer |
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Date of last notice |
8 January 2019 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
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Direct or indirect interest |
Indirect |
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Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
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Dundrum Investments Pty Ltd, trustee for the director’s family trust
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Date of change |
17 March 2020; and 18 March 2020. |
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No. of securities held prior to change |
1,149,142 ordinary shares held indirectly; and 100,000 options held directly |
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Class |
Fully paid ordinary shares |
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Number acquired |
85,250 |
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Number disposed |
Not applicable |
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Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation
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AUD$100,297.50 |
Appendix 3Y
Change of Director’s Interest Notice
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1,234,392 ordinary shares held indirectly; and 100,000 options held directly.
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Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
On-market trade |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
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Detail of contract |
Not applicable |
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Nature of interest
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Not applicable |
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Name of registered holder (if issued securities)
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Not applicable |
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Date of change |
Not applicable |
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No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
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Not applicable |
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Interest acquired |
Not applicable |
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Interest disposed |
Not applicable |
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Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
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Not applicable |
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Interest after change |
Not applicable |
Part 3 – +Closed period
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Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? |
No |
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If so, was prior written clearance provided to allow the trade to proceed during this period? |
Not applicable |
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If prior written clearance was provided, on what date was this provided? |
Not applicable |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 2