Amended Statement of Ownership (sc 13g/a)
February 09 2022 - 06:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
________________
SCHEDULE 13G/A
Amendment No. 2
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
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Beyond Air,
Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per
share
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(Title of Class of Securities)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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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 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 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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(l)
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Names of reporting persons.
Charles Mosseri Marlio
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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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Citizenship or place of organization
France
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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
2,312,627*
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6)
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Shared voting power
0
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(7)
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Sole dispositive power
2,312,627*
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
2,312,627
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(10)
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Check if the aggregate amount in Row (9) excludes certain shares [
].
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(11)
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Percent of class represented by amount in Row (9)
7.76%**
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(12)
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Type of reporting person
IN
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*Includes 108,816 shares of common stock issuable upon exercise of
the warrants issued to Mr. Mosseri Marlio.
**Calculated based on 29,798,950 shares outstanding as of January
19, 2022 as provided by the Issuer.
Item l(a). Name of Issuer:
Beyond Air, Inc.
Item l(b). Address of Issuer’s
Principal Executive Offices:
825 East Gate Blvd., Suite 320
Garden City, NY 11530
Item 2(a) & (b). Name and
Principal Business Offices of Persons Filing:
Charles Mosseri-Marlio
27 Ripplevale Grove
London N1 1HS, UK
Item 2(c). Citizenship:
France
Item 2(d). Title of Class of
Securities:
Common Stock, par value $0.0001
per share
Item 2(e). CUSIP Number:
08862L103
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:
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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.
78o).
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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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[ ]
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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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[ ]
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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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[ ]
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An
investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with
§240.13d–1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with
§240.13d–1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings associations 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 §240.13d–1(b)(1)(ii)(J).
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Item 4. Ownership.
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(a)
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Amount beneficially owned:
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2,312,627
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(b)
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Percent of Class:
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7.76%*
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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2,312,627
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(ii)
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shared power to vote or to direct the vote:
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0
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(iii)
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sole power to dispose or to direct the disposition of:
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2,312,627
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(iv)
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shared power to dispose or to direct the disposition of:
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0
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5.
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Ownership of Five Percent or Less of a
Class.
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than 5 percent of the class of
securities, check the following [ ].
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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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7.
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Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person.
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N/A
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8.
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Identification and Classification of Members
of the Group.
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N/A
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9.
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Notice of Dissolution of Group.
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N/A
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*Includes 108,816 shares of common stock issuable upon exercise of
the warrants issued to Mr. Mosseri Marlio.
**Calculated based on 29,798,950 shares
outstanding as of January 19, 2022 as provided by the Issuer.
10. Certification. 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.
SIGNATURES
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 8, 2022
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By: |
/s/ Charles
Mosseri Marlio |
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Name:
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Charles Mosseri Marlio |
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