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 November 2015
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 x 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 x
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 x
INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K
On each of November 27, 2015 and November 30, 2015, Mesoblast Limited 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 and Exhibit 99.2.
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/ Peter T. Howard |
| Peter T. Howard |
| General Counsel and Corporate Executive |
Dated: November 30, 2015
INDEX TO EXHIBITS
| Item |
||
| 99.1 | Change of Director’s Interest Notice, Brian Jamieson | |
| 99.2 | Change of Director’s Interest Notice, William Burns | |
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
| 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 | Brian Jamieson | |
| Date of last notice | 26 November 2014 | |
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 | |
| Nature of indirect interest (including registered holder)
Note: Provide details of the circumstances giving rise to the relevant interest. |
Held by trustee for Jamieson Pension Fund | |
| Date of change | 20 November 2015 and 11 November 2014 | |
| No. of securities held prior to change | 535,000 Ordinary Shares held as follows:
• 335,000 shares held directly; and
• 200,000 shares held indirectly. | |
| Class | Ordinary Shares | |
| Number acquired | 90,000 Ordinary Shares comprising:
• 15,000 shares purchased on-market on 20 November 2015; and
• 75,000 shares transferred by a related party into the Jamieson Pension Fund on 11 November 2014 | |
| Number disposed | N/A | |
| Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation |
$26,997.68 for the on-market purchase. | |
| No. of securities held after change | 625,000 Ordinary Shares held as follows:
• 335,000 shares held directly; and
• 290,000 shares held indirectly. | |
| + | See chapter 19 for defined terms. |
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
| 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, and off-market movement of shares held by a related party of Mr Jamieson into the Jamieson Pension Fund. |
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 | N/A | |
| Nature of interest | N/A | |
| Name of registered holder (if issued securities) |
N/A | |
| Date of change | N/A | |
| 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 |
N/A | |
| Interest acquired | N/A | |
| Interest disposed | N/A | |
| Value/Consideration
Note: If consideration is non-cash, provide details and an estimated valuation |
N/A | |
| Interest after change | N/A | |
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? | N/A | |
| If prior written clearance was provided, on what date was this provided? | N/A | |
| + | See chapter 19 for defined terms. |
| Appendix 3Y Page 2 | 01/01/2011 |
Exhibit 99.2
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 | William Burns | |
| Date of last notice | 12 March 2014 (Initial Director’s Interest Notice) | |
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 | Direct | |
| Nature of indirect interest | Not applicable | |
| (including registered holder) | ||
| Note: Provide details of the circumstances giving rise to the relevant interest. | ||
| Date of change | 24 November 2015 | |
| No. of securities held prior to change | 80,000 options (issued following approval by shareholders at the 2014 AGM) | |
| Class | Ordinary shares | |
| Number acquired | 28,000 | |
| Number disposed | N/A | |
| Value/Consideration | $49,355.30 | |
| Note: If consideration is non-cash, provide details and estimated valuation | ||
| No. of securities held after change | 28,000 ordinary shares 80,000 options | |
| + | See chapter 19 for defined terms. |
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
| Nature of change | On market share purchase | |
| Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | ||
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 | N/A | |
| Nature of interest | N/A | |
| Name of registered holder | N/A | |
| (if issued securities) | ||
| Date of change | N/A | |
| No. and class of securities to which interest related prior to change | N/A | |
| Note: Details are only required for a contract in relation to which the interest has changed | ||
| Interest acquired | N/A | |
| Interest disposed | N/A | |
| Value/Consideration | N/A | |
| Note: If consideration is non-cash, provide details and an estimated valuation | ||
| Interest after change | N/A | |
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? | N/A | |
| If prior written clearance was provided, on what date was this provided? | N/A | |
| + | See chapter 19 for defined terms. |
| Appendix 3Y Page 2 | 01/01/2011 |