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3//SEC Filing

M.H. Carnegie & Co. Pty Ltd 3

Accession 0001213900-24-087442

CIK 0001347123other
View on SEC.govCompany Profile

Filed

Oct 14, 8:00 PM ET

Accepted

Oct 15, 6:36 AM ET

Size

31.3 KB

Accession

0001213900-24-087442

Insider Transaction Report

Form 3
Period: 2024-09-30
EBR Systems, Inc.EBRCZ
Carnegie Mark H.
10% Owner
Holdings

  • Common Stock

    (indirect: by M. Carnegie Pty Ltd)
    784,209

  • Common Stock

    (indirect: by Carnegie Venture Capital Pty Ltd)
    14,952,663

  • Common Stock

    (indirect: by MHC Fund Services 2A Pty Ltd)
    3,323,193

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2020-03-13Exp: 2030-03-13→ Common Stock (177,063 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2021-02-12Exp: 2031-02-12→ Common Stock (362,513 underlying)

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2021-06-25Exp: 2031-06-25→ Common Stock (378,575 underlying)

  • Warrant (right to buy)

    (indirect: by M. Carnegie Pty Ltd)
    Exercise: $0.59From: 2021-10-04Exp: 2031-10-04→ Common Stock (91,159 underlying)

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2021-10-04Exp: 2031-10-04→ Common Stock (378,575 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2019-08-26Exp: 2029-08-26→ Common Stock (682,021 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Innovation Fund No 2 LP)
    Exercise: $0.59From: 2019-08-26Exp: 2029-08-26→ Common Stock (224,263 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2020-03-13Exp: 2030-03-13→ Common Stock (682,021 underlying)

  • Common Stock

    (indirect: by Carnegie Innovation Fund No 2 LP)
    14,162,839

  • Common Stock

    (indirect: by MHC Fund Services B Pty Ltd)
    7,883,287

  • Warrant (right to buy)

    (indirect: by M. H. Carnegie & Co. Pty Ltd)
    Exercise: $0.41From: 2017-10-29Exp: 2027-10-29→ Common Stock (1,950,607 underlying)

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2019-08-26Exp: 2029-08-26→ Common Stock (177,063 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Innovation Fund No 2 LP)
    Exercise: $0.59From: 2020-03-13Exp: 2030-03-13→ Common Stock (224,263 underlying)

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2021-02-12Exp: 2031-02-12→ Common Stock (70,825 underlying)

  • Warrant (right to buy)

    (indirect: by M. Carnegie Pty Ltd)
    Exercise: $0.59From: 2021-06-25Exp: 2031-06-25→ Common Stock (91,159 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2021-06-25Exp: 2031-06-25→ Common Stock (337,558 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2021-10-04Exp: 2031-10-04→ Common Stock (337,558 underlying)
M.H. Carnegie & Co. Pty Ltd
10% Owner
Holdings

  • Common Stock

    (indirect: by MHC Fund Services 2A Pty Ltd)
    3,323,193

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2019-08-26Exp: 2029-08-26→ Common Stock (682,021 underlying)

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2020-03-13Exp: 2030-03-13→ Common Stock (177,063 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2021-02-12Exp: 2031-02-12→ Common Stock (362,513 underlying)

  • Common Stock

    (indirect: by Carnegie Venture Capital Pty Ltd)
    14,952,663

  • Common Stock

    (indirect: by Carnegie Innovation Fund No 2 LP)
    14,162,839

  • Common Stock

    (indirect: by MHC Fund Services B Pty Ltd)
    7,883,287

  • Warrant (right to buy)

    (indirect: by M. Carnegie Pty Ltd)
    Exercise: $0.59From: 2021-10-04Exp: 2031-10-04→ Common Stock (91,159 underlying)

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2021-10-04Exp: 2031-10-04→ Common Stock (378,575 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2021-10-04Exp: 2031-10-04→ Common Stock (337,558 underlying)

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2021-02-12Exp: 2031-02-12→ Common Stock (70,825 underlying)

  • Warrant (right to buy)

    (indirect: by M. Carnegie Pty Ltd)
    Exercise: $0.59From: 2021-06-25Exp: 2031-06-25→ Common Stock (91,159 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2020-03-13Exp: 2030-03-13→ Common Stock (682,021 underlying)

  • Warrant (right to buy)

    (indirect: by M. H. Carnegie & Co. Pty Ltd)
    Exercise: $0.41From: 2017-10-29Exp: 2027-10-29→ Common Stock (1,950,607 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Innovation Fund No 2 LP)
    Exercise: $0.59From: 2019-08-26Exp: 2029-08-26→ Common Stock (224,263 underlying)

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2019-08-26Exp: 2029-08-26→ Common Stock (177,063 underlying)

  • Common Stock

    (indirect: by M. Carnegie Pty Ltd)
    784,209

  • Warrant (right to buy)

    (indirect: by Carnegie Innovation Fund No 2 LP)
    Exercise: $0.59From: 2020-03-13Exp: 2030-03-13→ Common Stock (224,263 underlying)

  • Warrant (right to buy)

    (indirect: by Carnegie Venture Capital Pty Ltd)
    Exercise: $0.59From: 2021-06-25Exp: 2031-06-25→ Common Stock (337,558 underlying)

  • Warrant (right to buy)

    (indirect: by MHC Fund Services B Pty Ltd)
    Exercise: $0.59From: 2021-06-25Exp: 2031-06-25→ Common Stock (378,575 underlying)
Footnotes (7)
  • [F1]Represents shares of the Issuer's common stock underlying the same amount of Chess Depository Interests ("CDIs"). The CDIs trade on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX.
  • [F2]Mark H. Carnegie is controlling member of M. Carnegie Pty Ltd and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the reported securities held by M. Carnegie Pty Ltd.
  • [F3]M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, Carnegie Venture Capital Pty Ltd, an Australian domiciled corporate limited partnership. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by Carnegie Venture Capital Pty Ltd. Carnegie Venture Capital Pty Ltd, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
  • [F4]M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, Carnegie Innovation Fund No 2 LP, an Australian domiciled registered limited partnership. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by Carnegie Innovation Fund No 2 LP. Carnegie Innovation Fund No 2 LP, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
  • [F5]M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, MHC Fund Services B Pty Ltd, an Australian domiciled investment trust. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by MHC Fund Services B Pty Ltd. MHC Fund Services B Pty Ltd, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
  • [F6]M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, MHC Fund Services 2A Pty Ltd, an Australian domiciled investment trust. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by MHC Fund Services 2A Pty Ltd. MHC Fund Services 2A Pty Ltd, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
  • [F7]Includes 854,018 shares held on behalf of Trevor J. Moody, a director of the Issuer. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities directly held by M.H. Carnegie & Co. Pty Ltd, an Australian regulated company. M.H. Carnegie & Co. Pty Ltd and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Documents

1 file

Issuer

EBR Systems, Inc.

CIK 0001347123

→
Entity typeother
IncorporatedAustralia

Related Parties

1
  • filerCIK 0002039658

Filing Metadata

Form type
3
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 6:36 AM ET
Size
31.3 KB
View on SEC.gov