| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 09/30/2024 |
3. Issuer Name and Ticker or Trading Symbol
EBR Systems, Inc. [ NONE ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) 09/30/2024 |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 0(1) | I | See Footnote(2) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (3) | 11/21/2031 | Common Stock | 100,100 | $0.7992 | I | MRCF BTF Service (BCPIT) Pty Ltd as trustee for the MRCF BTF (BCP Investment) Trust(4) |
| Stock Option (right to buy) | (5) | 04/03/2033 | Common Stock | 182,159 | $0.44 | I | MRCF BTF Service (BCPIT) Pty Ltd as trustee for the MRCF BTF (BCP Investment) Trust(4) |
| Stock Option (right to buy) | (6) | 03/20/2034 | Common Stock | 163,637 | $0.55 | I | MRCF BTF Service (BCPIT) Pty Ltd as trustee for the MRCF BTF (BCP Investment) Trust(4) |
| Explanation of Responses: |
| 1. On September 30, 2024, the reporting person mistakenly filed a Form 3 reporting the indirect ownership of 20,923,126 shares of common stock. As of September 30, 2024, the reporting person owned 0 shares of the Issuer's common stock underlying the same amount of Chess Depositary Interests ("CDIs"). The CDIs are traded 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. |
| 2. MRCF3 Services (H) Pty Ltd, MRCF3 Services (HP) Pty Ltd, MRCF3 Services (AS) Pty Ltd, MRCF3 Services (SW) Pty Ltd, MRCF3 Services (CSL) Pty Ltd and MRCF3 Pty Ltd are the Registered Holders of Brandon Capital Partners and as such may be deemed to have indirect beneficial ownership of an indeterminate amount of such CDIs. Christopher Nave is a member of MRCF3 Services (H) Pty Ltd, MRCF3 Services (HP) Pty Ltd, MRCF3 Services (AS) Pty Ltd, MRCF3 Services (SW) Pty Ltd, MRCF3 Services (CSL) Pty Ltd and MRCF3 Pty Ltd and share voting and investment power over the CDIs held by Brandon Capital Partners. After further analysis, it was determined that Mr. Nave does not have indirect beneficial ownership over the CDIs held by MRCF3 Services (H) Pty Ltd, MRCF3 Services (HP) Pty Ltd, MRCF3 Services (AS) Pty Ltd, MRCF3 Services (SW) Pty Ltd, MRCF3 Services (CSL) Pty Ltd and MRCF3 Pty Ltd. |
| 3. 1/3 of the shares subject to the stock option vest on the one-year anniversary as measured from 11/22/2021, and the remainder of the shares vest in 24 equal monthly installments thereafter, subject to continued employment or service through each such date. |
| 4. A trustee for the MRCF BTF (BCP Investment) Trust. |
| 5. 1/12 of the Option vests in equal monthly installments as measured from 5/22/2023, subject to continued employment or service through each such date. |
| 6. 1/12 of the Option vests in equal monthly installments as measured from 5/29/2024, subject to continued employment or service through each such date. |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney. |
| /s/ Gary W Doherty, Attorney-in-Fact | 05/22/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||