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).

 

 

 

         
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 5.

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

    
         
 

 

         
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 5.

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

    
         
 

 

         
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 5.

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

    
         
 

 

         
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 5.

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

    
         
 

 

         
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  

 

 

 

 

    
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

 

 

 

 

 

        
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.  
         

 

 

 

 

 

        
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.

   
 

/s/ 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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