SEC Filing - Mesoblast

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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 June 2023

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 ☐

INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K

On June 13, 2023, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, change of director’s interest notice (Appendix 3Y) which is attached hereto as Exhibit 99.1 , and is incorporated herein by reference.

SIGNATURES

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.

Mesoblast Limited

/s/ Niva Sivakumar

Niva Sivakumar

Company Secretary

Dated: June 14, 2023

INDEX TO EXHIBITS



Item

99.1						Appendix 3Y of Mesoblast Ltd, dated June 13, 2023

Document


Appendix 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


Name of entity Mesoblast Limited
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.


Name of Director			Philip R. Krause
Date of last notice			16 January 2023

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.


Direct or indirect interest						Indirect interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.						Interest in ordinary shares held in the form of American Depositary Shares (“ADSs”) held by custodian JP Morgan Nominees Australia Pty Limited. Direct interest in the ADSs.
Date of change						5 June 2023
No. of securities held prior to change						200,000 options
Class						American Depositary Shares. Each ADS represents 5 ordinary shares. shares.
Number acquired						20,000 ADSs
Number disposed						Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation						US$74,100 (US$3.705 per ADS)


+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1


Appendix 3Y Change of Director’s Interest Notice


No. of securities held after change			100,000 ordinary shares held in the form of 20,000 ADSs 200,000 options
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 share purchase on the NASDAQ

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.


Detail of contract			Not applicable
Nature of interest			Not applicable
Name of registered holder (if issued securities)			Not applicable
Date of change			Not applicable
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			Not applicable
Interest acquired			Not applicable
Interest disposed			Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation			Not applicable
Interest after change			Not applicable

Part 3 – +Closed period


Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?			No
If so, was prior written clearance provided to allow the trade to proceed during this period?			Not applicable
If prior written clearance was provided, on what date was this provided?			Not applicable


+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011