MESOBLAST LTD — Major Shareholding Notification 2024

Jul 11, 2024

SC 13G/A 1 mesoblast-sc13ga_071124.htm AMENDMENT TO FORM SC 13G

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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 13G Page 1 of 8 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	SOLE VOTING POWER 113,791,847
6.	SHARED VOTING POWER 72,886,497
7.	SOLE DISPOSITIVE POWER 113,791,847
8.	SHARED DISPOSITIVE POWER 72,886,497

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,678,344
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.41%
12.	TYPE OF REPORTING PERSON (see instructions) IN

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CUSIP No. 590717104 13G Page 2 of 8 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	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 5,538,970
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 5,538,970

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,538,970
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.49%
12.	TYPE OF REPORTING PERSON (see instructions) IN

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CUSIP No. 590717104 13G Page 3 of 8 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	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 6,000,000
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 6,000,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000,000
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.53%
12.	TYPE OF REPORTING PERSON (see instructions) IN

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CUSIP No. 590717104 13G Page 4 of 8 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	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 61,347,527
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 61,347,527

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,347,527
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.39%
12.	TYPE OF REPORTING PERSON (see instructions) OO

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CUSIP No. 590717104 13G Page 5 of 8 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

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CUSIP No. 590717104 13G 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

a) Amount beneficially owned: 186,678,344

b) Percent of class: 16.41%

c) Number of shares as to which the person has:

i. Sole power to vote or to direct the vote: 113,791,847

ii. Shared power to vote or to direct the vote: 72,886,479

iii. Sole power to dispose or to direct the disposition of: 113,791,847

iv. Shared power to dispose or to direct the disposition of: 72,886,497

James George

a) Amount beneficially owned: 5,538,970

b) Percent of class: 0.49%

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: 5,538,970

iii. Sole power to dispose or to direct the disposition of: 0

iv. Shared power to dispose or to direct the disposition of: 5,538,970

Grant George

a) Amount beneficially owned: 6,000,000

b) Percent of class: 0.53%

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: 6,000,000

iii. Sole power to dispose or to direct the disposition of: 0

iv. Shared power to dispose or to direct the disposition of: 6,000,000

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CUSIP No. 590717104 13G Page 7 of 8 Pages

G to the Fourth Investments, LLC

a) Amount beneficially owned: 61,347,527

b) Percent of class: 5.39%

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: 61,347,527

iii. Sole power to dispose or to direct the disposition of: 0

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.

(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.

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CUSIP No. 590717104 13G 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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Gregory George Signature
Gregory George Name

/s/ James George Signature
James George Name

/s/ Grant George Signature
Grant George Name

/s/ Gregory George Signature
G to the Fourth Investments, LLC Gregory George Name
Manager
Title

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