Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 6:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Mesoblast
Limited
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
590717104
(CUSIP Number)
December 31, 2017
(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 persons 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.
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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).
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1.
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Names of
Reporting Persons.
Silviu
Itescu
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Australia
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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
68,471,124
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6.
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Shared Voting Power
487,804
(1)
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7.
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Sole Dispositive Power
68,471,124
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8.
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Shared Dispositive Power
487,804
(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
68,958,928
(2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (see Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9)
14.65%
(3)
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12.
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Type of Reporting Person (see
Instructions)
IN
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(1)
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These shares are owned by Josaka Investments Pty Ltd., an Australian corporation and the trustee of Dr. Itescus self-managed superannuation fund .
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(2)
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Includes (a) 67,756,838 ordinary shares owned directly by Dr. Itescu, (b) 487,804 ordinary shares owned by Josaka Investments Pty Ltd., an Australian corporation
and the trustee of Dr. Itescus self-managed superannuation fund and (c) 714,286 ordinary shares owned by Tamit Nominees Pty Ltd, an Australian corporation owned by Dr.Itescu.
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(3)
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Percentage is based on 470,857,738 ordinary shares issued and outstanding as of December 31, 2017.
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2
Item 1.
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(a)
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Name of Issuer:
Mesoblast Limited
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(b)
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Address of Issuers Principal Executive Offices:
Level
38, 55 Collins Street, Melbourne 3000, Australia
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(a)
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Name of Person Filing:
Silviu Itescu
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(b)
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Address of Principal Business Office or, if none, Residence: The address and principal business office of each Reporting Person is: c/o Mesoblast Limited,
Level
38, 55 Collins Street, Melbourne
3000, Australia
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(c)
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Citizenship:
Australian
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(d)
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Title of Class of Securities:
Ordinary shares, no par value
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(e)
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CUSIP Number:
590717104
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Item 3.
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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:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act (15 U.S.C 78c).
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(b)
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☐
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Bank as defined in Section 3(a) (6) of the Act (15 U.S.C 78c).
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(c)
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Insurance Company as defined in Section 3(a) (19) of the Act (15 U.S.C 78c).
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(d)
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Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
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(e)
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Investment Adviser in accordance with SS 240.
13d-1(b)
(1) (ii) (E);
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(f)
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Employee Benefit Plan or Endowment Fund in accordance with SS 240.
13d-1(b)
(ii) (F);
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(g)
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Parent Holding Company or Control Person in accordance with SS.SS.240.
13d-1(b)
(ii) (G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act of 1940(15 U.S.C
80a-3);
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(j)
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☐
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Group, in accordance with SS 240.
13d-1(b)
(1) (ii) (J);
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3
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
68,958,928
(1)
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(b)
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Percent of class:
14.65%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
68,471,124
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(ii)
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Shared power to vote or to direct the vote
487,804
(2)
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(iii)
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Sole power to dispose or to direct the disposition of
68,471,124
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(iv)
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Shared power to dispose or to direct the disposition of
487,804
(2)
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(1)
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Includes (a) 67,756,838 ordinary shares owned directly by Dr. Itescu, (b) 487,804 ordinary shares owned by Josaka Investments Pty Ltd., an Australian
corporation and the trustee of Dr. Itescus self-managed superannuation fund and (c) 714,286 ordinary shares owned by Tamit Nominees Pty Ltd, an Australian corporation owned by Dr.Itescu.
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(2)
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These shares are owned by Josaka Investments Pty Ltd., an Australian corporation and the trustee of Dr. Itescus self-managed superannuation fund.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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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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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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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4
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.
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Date:
February 14, 2018
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/s/ Silviu Itescu
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Name: Silviu Itescu
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