SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on August 18, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 3)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
Benitec Biopharma
Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
08205P100
(CUSIP Number)
August
8, 2023
(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) |
| x | Rule 13d-1 (c) |
| ¨ | Rule 13d-1 (d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
| CUSIP No. 08205P100 | 13G | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
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| 3 |
SEC USE ONLY
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE VOTING POWER
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| 6 |
SHARED VOTING POWER
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| 7 |
SOLE DISPOSITIVE POWER
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| 8 |
SHARED DISPOSITIVE POWER
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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| 12 |
TYPE OF REPORTING PERSON
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| CUSIP No. 08205P100 | 13G | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
||
| 3 |
SEC USE ONLY
|
||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE VOTING POWER
|
|
| 6 |
SHARED VOTING POWER
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||
| 7 |
SOLE DISPOSITIVE POWER
|
||
| 8 |
SHARED DISPOSITIVE POWER
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
| 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
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| 12 |
TYPE OF REPORTING PERSON
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| CUSIP No. 08205P100 | 13G | Page 4 of 6 Pages |
Item 1.
| (a) | Name of Issuer: | Benitec Biopharma Inc. (the "Company"). |
| (b) | Address of Issuer's Principal Executive Offices: |
The Company's principal executive offices are located at 3940 Trust Way, Hayward, CA 94545.
Item 2.
| (a) | Name of Person Filing: | Nemean Asset Management, LLC | |
| Steven Oliveira |
| (b) | Address of Principal Business Office or if none, Residence: |
Nemean Asset Management, LLC:
207 Commodore Drive
Jupiter, FL 33477
Steven Oliveira:
c/o Nemean Asset Management, LLC
207 Commodore Drive
Jupiter, FL 33477
| (c) | Citizenship: | Nemean Asset Management, LLC – Florida |
Steven Oliveira – U.S.A.
| (d) | Title of Class of Securities: Common Stock, $0.0001 par value |
| (e) | CUSIP Number: 08205P100 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: |
Nemean Asset Management, LLC – 98,203.
Steven Oliveira – 98,203.
Steven Oliveira has voting and dispositive power over the securities owned by Nemean Asset Management, LLC.
| (b) | Percent of Class: |
Nemean Asset Management, LLC – 3.89%
Steven Oliveira – 3.89%
The foregoing percentages are based upon a total of 2,521,900shares of Common Stock outstanding consisting of 1,645,951 shares outstanding as of March 31, 2023 (after adjusting for a 1 for 17 reverse stock split) as reported in the Company’s 424(b)(4) dated August 8, 2023 plus an additional 875,949 shares sold in an underwritten public offering as disclosed in the Company’s Form 8-K filed with the SEC on August 11, 2023.
| CUSIP No. 08205P100 | 13G | Page 5 of 6 Pages |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Nemean Asset Management, LLC – 0.
Steven Oliveira – 0
| (ii) | shared power to vote or to direct the vote: |
Nemean Asset Management, LLC – 98,203.
Steven Oliveira – 98,203.
| (iii) | sole power to dispose or to direct the disposition of: |
Nemean Asset Management, LLC – 0.
Steven Oliveira – 0.
| (iv) | shared power to dispose or to direct the disposition of: |
Nemean Asset Management, LLC – 98,203.
Steven Oliveira – 98,203.
| Item 5. | Ownership of Five Percent or Less of a Class: Yes |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
| CUSIP No. 08205P100 | 13G | Page 6 of 6 Pages |
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.
August 18, 2023
| NEMEAN ASSET MANAGEMENT, LLC | |||
| By: | /s/ Steven Oliveira | ||
| Name: Steven Oliveira | |||
| Title: Authorized Signatory | |||
| /s/ Steven Oliveira | |||
| Steven Oliveira | |||