| Item 1. | |
| (a) | Name of issuer:
Repligen Corporation. |
| (b) | Address of issuer's principal executive offices:
41 Seyon Street, Waltham, Massachusetts 02453 |
| Item 2. | |
| (a) | Name of person filing:
(i) Roy T. Eddleman Living Trust (Admin) UAD 8/17/2000
(ii) Roy T. Eddleman Charitable Remainder Trust #1
(iii) Roy T. Eddleman Charitable Remainder Trust #2 |
| (b) | Address or principal business office or, if none, residence:
c/o TroyGould PC, 1801 Century Park East, 16th Floor, Los Angeles, California 90067, Attention: Sherry Davaie. |
| (c) | Citizenship:
Each reporting person was formed under the laws of the United States. |
| (d) | Title of class of securities:
Common Stock, $.01 par value per share |
| (e) | CUSIP No.:
759916109 |
| 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);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | 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) | 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) | 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).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Roy T. Eddleman died on June 11, 2022. Mr. Eddleman was the sole trustee of each of the reporting persons, and as such had investment and voting control over such shares. Since Mr. Eddleman's death, Nereyda Rubio and Anis Garci have served as the co-trustees of each reporting person. As co-trustees, each co-trustee has investment and voting control over the shares covered by this Schedule and may be deemed to have shared voting power and shared investment power with respect to all such shares. The co-trustees disclaim beneficial ownership of each reporting persons' shares except to the extent of his/her pecuniary interest therein.
The percentage ownership information is calculated based upon 55,875,894 shares of common stock of the Issuer issued and outstanding as of September 30, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 18, 2024.
See Item 9 of the cover page. |
| (b) | Percent of class:
See Item 9 of the cover page. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
3,311,499.
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
3,311,499.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(c)