SEC Form 3

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

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1. Name and Address of Reporting Person^*

SUVRETTA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

540 MADISON AVENUE

7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2024

3. Issuer Name and Ticker or Trading Symbol
Benitec Biopharma Inc. [ BNTC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

**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, par value $0.0001 per share	1,470,179⁽¹⁾⁽²⁾	I⁽⁴⁾	I⁽⁴⁾
Common stock, par value $0.0001 per share	221,111⁽¹⁾⁽³⁾	I⁽⁴⁾	I⁽⁴⁾

**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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Pre-Funded Warrants⁽¹²⁾	09/15/2022	⁽⁵⁾	Common Stock	588,235⁽⁶⁾	0.0017	I⁽¹¹⁾	I⁽¹¹⁾
Pre-Funded Warrants⁽¹²⁾	08/11/2023	⁽⁵⁾	Common Stock	4,605,000⁽⁷⁾	0.0001	I⁽¹¹⁾	I⁽¹¹⁾
Pre-Funded Warrants⁽¹²⁾	04/22/2024	⁽⁵⁾	Common Stock	1,726,203⁽⁸⁾	0.0001	I⁽¹¹⁾	I⁽¹¹⁾
Pre-Funded Warrants⁽¹²⁾	08/11/2023	⁽⁵⁾	Common Stock	576,347⁽⁹⁾	0.0001	I⁽¹¹⁾	I⁽¹¹⁾
Pre-Funded Warrants⁽¹²⁾	04/22/2024	⁽⁵⁾	Common Stock	276,353⁽¹⁰⁾	0.0001	I⁽¹¹⁾	I⁽¹¹⁾
Series 2 Common Warrants⁽¹²⁾	12/09/2022	12/09/2027	Common Stock	588,236⁽⁶⁾	1.9299	I⁽¹¹⁾	I⁽¹¹⁾
Common Warrants⁽¹²⁾	08/11/2023	08/11/2028	Common Stock	4,605,000⁽⁷⁾	3.86	I⁽¹¹⁾	I⁽¹¹⁾
Common Warrants⁽¹²⁾	08/11/2023	08/11/2028	Common Stock	576,347⁽⁹⁾	3.86	I⁽¹¹⁾	I⁽¹¹⁾

1. Name and Address of Reporting Person^*

SUVRETTA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

540 MADISON AVENUE

7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cowen Aaron

(Last)

(First)

(Middle)

C/O SUVRETTA CAPITAL MANAGEMENT, LLC

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Averill Madison Master Fund, Ltd.

(Last)

(First)

(Middle)

C/O SUVRETTA CAPITAL MANAGEMENT, LLC

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Averill Master Fund, Ltd.

(Last)

(First)

(Middle)

C/O SUVRETTA CAPITAL MANAGEMENT, LLC

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. See Exhibit 99.1

2. See Exhibit 99.1

3. See Exhibit 99.1

4. See Exhibit 99.1

5. See Exhibit 99.1

6. See Exhibit 99.1

7. See Exhibit 99.1

8. See Exhibit 99.1

9. See Exhibit 99.1

10. See Exhibit 99.1

11. See Exhibit 99.1

12. See Exhibit 99.1

Remarks:

Exhibit List: ------------- Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures

	By: /s/Andrew Nathanson, Suvretta Capital Management, LLC, General Counsel & Chief Compliance Officer	05/02/2024
	** 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.

Form: 3

Documents

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

3: Initial statement of beneficial ownership of securities

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES