MESOBLAST LTD — Major Shareholding Notification 2024

Apr 4, 2024

SC 13G/A 1 ea0203232-13ga3george_meso.htm AMENDMENT NO. 3 TO SCHEDULE 13G

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Mesoblast Limited

Field: Rule-Page

Field: /Rule-Page

(Name of Issuer)

Ordinary Shares

Field: Rule-Page

Field: /Rule-Page

(Title of Class of Securities)

590717104

Field: Rule-Page

Field: /Rule-Page

(CUSIP Number)

See Item 2(b) below

Field: Rule-Page

Field: /Rule-Page

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

28 March 2024

Field: Rule-Page

Field: /Rule-Page

(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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

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	SOLE VOTING POWER 94,736,018
6.	SHARED VOTING POWER 48,530,144
7.	SOLE DISPOSITIVE POWER 94,736,018
8.	SHARED DISPOSITIVE POWER 48,530,144

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 143,266,162
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.59%
12.	TYPE OF REPORTING PERSON (see instructions) IN

Field: Page; Sequence: 2

Field: /Page

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 | 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

Field: Page; Sequence: 3

Field: /Page

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	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

Field: Page; Sequence: 4

Field: /Page

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 | SOLE VOTING POWER 0 | | --- | --- | | 6. | SHARED VOTING POWER 43,625,144 | | 7. | SOLE DISPOSITIVE POWER 0 | | 8. | SHARED DISPOSITIVE POWER 43,625,144 |

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,625,144
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.83%
12.	TYPE OF REPORTING PERSON (see instructions) OO

Field: Page; Sequence: 5

Field: /Page

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

Field: Page; Sequence: 6

Field: /Page

CUSIP No. 590717104 13G Page 7 of 9 Pages

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

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 28, 2024, based upon 1,137,611,751 ordinary shares of the issuer outstanding as of March 28, 2024.

Gregory George is the sole beneficial owner of 94,736,018 ordinary shares, which include 6,830,602 ordinary shares underlying warrants and 33,374,710 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 43,625,144 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: 143,266,162

b) Percent of class: 12.59%

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

i. Sole power to vote or to direct the vote: 94,736,018

ii. Shared power to vote or to direct the vote: 48,530,144

iii. Sole power to dispose or to direct the disposition of: 94,736,018

iv. Shared power to dispose or to direct the disposition of: 48,530,144

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%

Field: Page; Sequence: 8

Field: /Page

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: 43,625,144

b) Percent of class: 3.83%

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: 43,625,144

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

iv. Shared power to dispose or to direct the disposition of: 43,625,144

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.

Field: Page; Sequence: 9

Field: /Page

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.

April 3, 2024
Signature
Gregory George
Name

April 3, 2024
Signature
James George
Name

April 3, 2024
Signature
Grant George
Name

April 3, 2024
Signature
G to the Fourth Investments, LLC
Gregory George
Name
Manager
Title

Field: Rule-Page

Field: /Rule-Page