Statement of Ownership (sc 13g)
September 26 2016 - 5:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No.
)*
Caladrius Biosciences,
Inc.
(Name of Issuer)
Common Stock
(Title of Class
of Securities)
128058203
(CUSIP Number)
September 14,
2016
(Date of Event
which Requires filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
|
*
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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 the disclosures provided
in a prior cover page.
|
The information
required in 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. 128058203
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Schedule 13G
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
Newhall Construction Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Hong Kong SAR
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,271,186
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,271,186
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,186
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.48% (see Item 4)
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 128058203
|
Schedule 13G
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS
Mok King Yu
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
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4
|
CITIZEN OR PLACE OF ORGANIZATION
Hong Kong SAR
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,271,186
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,271,186
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,186
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.48% (see Item 4)
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 128058203
|
Schedule 13G
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Page 4 of 8
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ITEM 1.
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(a)
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Name
of Issuer:
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Caladrius
Biosciences, Inc., a Delaware corporation (the “Issuer”)
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(b)
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Address
of Issuer’s Principal Executive Offices:
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Caladrius
Biosciences, Inc.
106 Allen
Road, Fourth Floor
Basking
Ridge, New Jersey 07920
ITEM 2.
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(a)
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Name of Person Filing:
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Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
Newhall
Construction Limited.
Mok King
Yu
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(b)
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Address
or Principal Business Office:
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The business
address of each of the Reporting Persons is c/o Newhall Construction Ltd., Unit A, 17/F North Point Industrial Building, No 499
King’s Road, North Point, Hong Kong.
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(c)
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Citizenship
of each Reporting Person is:
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Newhall
Construction Limited is organized under the laws of Hong Kong.
Mok King
Yu is a citizen of Hong Kong, China.
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(d)
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Title
of Class of Securities:
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Common
Stock, par value $0.001 per share (“Common Stock”)
128058203
ITEM 3.
Not applicable.
CUSIP No. 128058203
|
Schedule 13G
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Page 5 of 8
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Ownership (a-c)
The ownership
information presented below represents beneficial ownership of Common Stock of the Issuer as of September 20, 2016, based upon
9,431,329 shares of Common Stock outstanding as of September 20, 2016.
Reporting Person
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Amount beneficially owned
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Percent of class:
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Sole power to vote or to direct the vote:
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Shared power to vote or to direct the vote:
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Sole power to dispose or to direct the disposition of:
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|
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Shared power to dispose or to direct the disposition of:
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Newhall Construction Ltd.
|
|
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1,271,186
|
|
|
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13.48
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%
|
|
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0
|
|
|
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1,271,186
|
|
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0
|
|
|
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1,271,186
|
|
|
|
|
|
|
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Mok King Yu
|
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1,271,186
|
|
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13.48
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%
|
|
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0
|
|
|
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1,271,186
|
|
|
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0
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1,271,186
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Newhall Construction
Ltd. is the record holder of 1,271,186 shares of the Issuer’s Common Stock. The investment and voting decisions of Newhall
Construction Ltd. are made by Mr. Mok King Yu, each of whom, in such capacity, may be deemed to beneficially own such shares. Mr.
Mok King Yu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
The 1,271,186
shares of Common Stock were acquired pursuant to a private placement purchase agreement entered into with the Issuer on September
14, 2016 pursuant to which Newhall Construction Ltd. has the right to acquire an additional 847,458 shares of Common Stock of the
Issuer within ten days after the satisfaction of the certain conditions outlined in the private placement purchase agreement.
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ITEM
5.
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Ownership
of Five Percent or Less of a Class
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Not applicable.
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ITEM
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not applicable.
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ITEM
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
CUSIP No. 128058203
|
Schedule 13G
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Page 6 of 8
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ITEM
8.
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Identification
and Classification of Members of the Group
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Not applicable.
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ITEM
9.
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Notice
of Dissolution of Group
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Not applicable.
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, other than activities
solely in connection with a nomination under § 240.14a-11.
CUSIP No. 128058203
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Schedule 13G
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Page 7 of 8
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SIGNATURE
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.
Date: September 26, 2016
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Newhall Construction Limited
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By:
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/s/ Mok King Yu
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Name:
Title:
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Mok King Yu
Authorized Signatory
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Mok King Yu
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/s/ Mok King Yu
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Mok King Yu, individually
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CUSIP No. 128058203
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Schedule 13G
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Page
8 of 8
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LIST OF EXHIBITS
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Exhibit
No.
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Description
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99
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Joint Filing Agreement.
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