Filing Details
- Accession Number:
- 0000950170-25-101596
- Form Type:
- 13G Filing
- Publication Date:
- 2025-08-03 20:00:00
- Filed By:
- H.E.S.T. Australia Ltd.
- Company:
- Ebr Systems Inc.
- Filing Date:
- 2025-08-04
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| H.E.S.T. Australia Ltd. | 0 | 36,581,484 | 8.5% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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EBR SYSTEMS, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
06/30/2025 (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)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
H.E.S.T. Australia Ltd. | ||||||||
| 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
AUSTRALIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,581,484.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 5 and 7 include 17,633,860 shares of common stock, par value $0.0001 per share ("common stock"), underlying the same amount of CHESS Depositary Interests ("CDIs") of EBR Systems, Inc. (the "Issuer") held by H.E.S.T. Australia Ltd. (the "Reporting Person"), as trustee for HESTA. Each CDI represents the right to receive one share of common stock. The CDIs are held by CHESS Depositary Nominees Pty Limited, a subsidiary of ASX Limited.
Rows 6 and 8 include 15,875,392 CDIs and 3,072,232 shares of common stock issuable upon exercise of certain warrants held by MRCF3 Service (H) Pty Ltd ("MRCF3 Service (H)") on trust for MRCF3 (H) Trust. MRCF3 Service (H) is the trustee of MRCF3 (H) Trust. The Reporting Person is the sole unitholder in MRCF3 (H) Trust. Pursuant to a Part B Management Agreement, dated April 22, 2015, among MRCF3 Service (H), BCP3 Pty Ltd and the Reporting Person, the Reporting Person may be deemed to share voting and investment power with respect to the CDIs and shares of common stock issuable upon exercise of certain warrants held by MRCF3 (H) Trust. Based on information provided by the Issuer in Amendment No. 3 to the Issuer's Form 10, filed with the U.S. Securities and Exchange Commission ("SEC") on November 21, 2024, Christopher Nave and Henry Thompson are the members of MRCF3 Service (H) and share voting and investment power over the CDIs held by the Reporting Person.
Row 11 is based on the sum of (i) 373,076,861 shares of the Issuer's common stock outstanding (including shares underlying all issued and outstanding CDIs) as of May 12, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 13, 2025 and (ii) 55,900,000 CDIs issued in an underwritten placement to institutional investors on May 26, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on May 29, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
EBR SYSTEMS, INC. | |
| (b) | Address of issuer's principal executive offices:
480 Oakmead Parkway, Sunnyvale, CA 94085 | |
| Item 2. | ||
| (a) | Name of person filing:
H.E.S.T. Australia Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Level 20, 2 Lonsdale Street, Melbourne, Victoria, 3000 | |
| (c) | Citizenship:
Australia | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
000000000 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | 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);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
36,581,484 | |
| (b) | Percent of class:
8.5 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
17,633,860 | ||
| (ii) Shared power to vote or to direct the vote:
18,947,624 | ||
| (iii) Sole power to dispose or to direct the disposition of:
17,633,860 | ||
| (iv) Shared power to dispose or to direct the disposition of:
18,947,624 | ||
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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