UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
18 March 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).
| CUSIP No. 590717104 | 13G | Page 2 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
Bahamas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
82,068,605 |
| 6. |
SHARED VOTING POWER
41,178,792 | |
| 7. |
SOLE DISPOSITIVE POWER
82,068,605 | |
| 8. |
SHARED DISPOSITIVE POWER
41,178,792 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,247,397 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.83% |
| 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)
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)
0.22% |
| 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)
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
2,405,000 | |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
2,405,000 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,405,000 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.21% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 590717104 | 13G | Page 5 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
36,273,792 | |
| 7. | SOLE DISPOSITIVE POWER
0 | |
| 8. | SHARED DISPOSITIVE POWER
36,273,792 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,273,792 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.19% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 590717104 | 13G | Page 6 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 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
| (d) | Title of Class of Securities |
Ordinary Shares / American Depositary Receipts
| (e) | CUSIP Number |
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:
Not Applicable
| CUSIP No. 590717104 | 13G | Page 7 of 9 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 March 20, 2024, based upon 1,137,611,751 ordinary shares of the issuer outstanding as of March 20, 2024.
Gregory George is the sole beneficial owner of 82,068,605 ordinary shares, which include 6,830,602 ordinary shares underlying warrants and 25,224,710 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 36,273,792 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: 123,247,397 |
| b) | Percent of class: 10.83% |
| c) | Number of shares as to which the person has: |
| i. | Sole power to vote or to direct the vote: 82,068,605 |
| ii. | Shared power to vote or to direct the vote: 41,178,792 |
| iii. | Sole power to dispose or to direct the disposition of: 82,068,605 |
| iv. | Shared power to dispose or to direct the disposition of: 41,178,792 |
James George
| a) | Amount beneficially owned: 2,500,000 |
| b) | Percent of class: 0.22% |
| 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: 2,405,000 |
| b) | Percent of class: 0.21% |
| CUSIP No. 590717104 | 13G | Page 8 of 9 Pages |
| 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: 2,405,000 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 2,405,000 |
G to the Fourth Investments, LLC
| a) | Amount beneficially owned: 36,273,792 |
| b) | Percent of class: 3.19% |
| 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: 36,273,792 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 36,273,792 |
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.
| March 20, 2024 | /s/ Gregory George |
| Signature | |
| Gregory George | |
| Name |
| March 20, 2024 | /s/ James George |
| Signature | |
| James George | |
| Name |
| March 20, 2024 | /s/ Grant George |
| Signature | |
| Grant George | |
| Name |
| March 20, 2024 | /s/ Gregory George |
| Signature | |
| G to the Fourth Investments, LLC | |
| Gregory George | |
| Name | |
| Manager | |
| Title |