| Item 1. | |
| (a) | Name of issuer:
MESOBLAST LTD |
| (b) | Address of issuer's principal executive offices:
Level 38, 55 Collins Street, Melbourne 3000, Australia |
| Item 2. | |
| (a) | Name of person filing:
Gregory George, James George, Grant George and G to the Fourth Investments, LLC (the "Reporting Persons") |
| (b) | Address or principal business office or, if none, residence:
Gregory George
371 Channelside Walkway
PH 1702, Tampa
Florida, 33602
G to the Fourth Investments, LLC
831 Laca Street
Dayton
Nevada, 89403
James George
371 Channelside Walkway
PH 1702, Tampa
Florida, 33602
Grant George
371 Channelside Walkway
PH 1702, Tampa
Florida, 33602 |
| (c) | Citizenship:
Gregory George is a citizen of the Bahamas.
James George and Grant George are U.S. citizens.
G to the Fourth Investments, LLC, is organized in Nevada |
| (d) | Title of class of securities:
Ordinary Shares / American Depositary Receipts |
| (e) | CUSIP No.:
590717104 |
| 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).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The ownership information below represents beneficial ownership of ordinary shares as represented by American Depositary Receipts by the Reporting Persons as of March 6, 2026, based upon 1,290,302,187 ordinary shares of the issuer outstanding as of March 6, 2025.
Gregory George is the sole beneficial owner of 138,723,887 ordinary shares, which include 10,430,602 ordinary shares underlying warrants and 128,293,285 ordinary shares held in the form of American Depositary Receipts ("ADRs").
Gregory George is a manager of G to the Fourth Investments, LLC and has discretionary authority to vote and dispose of 135,798,292 ordinary shares held by G to the Fourth Investments, LLC. Gregory George may be deemed to be the beneficial owner of these shares.
Gregory George has discretionary authority to vote and dispose of 8,000,000 ordinary shares held in the form of ADRs by his son James George. Gregory George may be deemed to be the beneficial owner of these shares.
Gregory George has discretionary authority to vote and dispose of 6,000,000 ordinary shares held in the form of ADRs by his son Grant George. Gregory George may be deemed to be the beneficial owner of these shares. |
| (b) | Percent of class:
Gregory George 22.36%
James George 0.62%
Grant George 0.47%
G to the Fourth Investments, LLC 10.52% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Gregory George 138,723,887
James George 0.0
Grant George 0.0
G to the Fourth Investments, LLC 0.0
|
| | (ii) Shared power to vote or to direct the vote:
Gregory George 149,798,292
James George 8,000,000
Grant George 6,000,000
G to the Fourth Investments, LLC 135,798,292
|
| | (iii) Sole power to dispose or to direct the disposition of:
Gregory George 138,723,887
James George 0
Grant George 0
G to the Fourth Investments, LLC 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Gregory George 149,798,292
James George 8,000,000
Grant George 6,000,000
G to the Fourth Investments, LLC 135,798,292
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| 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)