Dr. William Gueck reported beneficial ownership of 64,521,900 Ordinary Shares of Mesoblast Ltd held in the form of American Depositary Receipts (ADRs), representing approximately 5.0% of the company's outstanding Ordinary Shares based on 1,281,167,187 shares outstanding. He is the sole beneficial owner of 525,000 ADRs and reports discretionary authority over additional ADRs held by family members, trusts and entities, including 49,717,450 ADRs held by Cova Holdings LP, 350,000 ADRs underlying exercisable warrants held by Cova Holdings LP, and 8,345,150 ADRs held by AVCO Holdings LP. The filing disclaims admission of beneficial ownership of shares held by the identified entities.
Positive
Clear disclosure of aggregated beneficial ownership totaling 64,521,900 ADR-form Ordinary Shares (~5.0% of outstanding shares)
Transparency on composition of holdings, showing direct ownership and discretionary authority over family, trust and entity positions including Cova Holdings LP and AVCO Holdings LP
Negative
None.
Insights
TL;DR: Disclosure notifies the market that an individual may control roughly 5% of Mesoblast via ADRs and related entities, a material ownership stake.
This Schedule 13G reports aggregated beneficial ownership of 64,521,900 ADR-form Ordinary Shares, about 5.0% of issued shares. The filing clarifies direct ownership (525,000 ADRs) and extensive discretionary control over ADRs held by family members, trusts and two holding entities, including a large position at Cova Holdings LP. For investors and market participants, the filing increases transparency about concentration of holdings and potential voting influence without asserting an intent to change control.
TL;DR: The disclosure highlights governance relevance due to consolidated voting/dispositive authority across related parties and entities.
The report details discretionary voting and disposition authority over multiple accounts and vehicles, which is important for governance analysis because it aggregates influence beyond the Reporting Person's sole holdings. The explicit disclaimer regarding beneficial ownership of entity-held shares is standard, but the aggregation disclosed here should prompt stakeholders to note where voting power may be concentrated.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MESOBLAST LTD
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
590717401
(CUSIP Number)
09/12/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
590717401
1
Names of Reporting Persons
Gueck William J.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
525,000.00
6
Shared Voting Power
63,996,900.00
7
Sole Dispositive Power
525,000.00
8
Shared Dispositive Power
63,996,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
64,521,900.00
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)
5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The number of Ordinary Shares reported is as of September 12, 2025. The Reporting Person is the sole beneficial owner of 525,000 Ordinary Shares held in the form of American Depositary Receipts ("ADRs"). The Reporting Person also has discretionary authority to vote and dispose, and may be deemed to be the beneficial owner, of: (i) 1,792,150 Ordinary Shares held in the form of ADRs by Conrad Gueck; (ii) 1,792,150 Ordinary Shares held in the form of ADRs by Ava Gueck; (iii) 1,110,000 Ordinary Shares held in the form of ADRs by the Mary DeAnn Gueck trust, for which the Reporting Person is trustee; (iv) 890,000 Ordinary Shares held in the form of ADRs by the William Gueck trust, for which Mary DeAnn Gueck is trustee. In addition, the Reporting Person has discretionary authority to vote and dispose of (A) 49,717,450 Ordinary Shares held in the form of ADRs by Cova Holdings LP and (B) 350,000 Ordinary Shares in the form of ADRs underlying warrants that Cova Holdings LP has the right to acquire through the exercise of such warrants within 60 days, and may be deemed to be the beneficial owner of these shares. In addition, the Reporting Person has discretionary authority to vote and dispose of 8,345,150 Ordinary Shares held in the form of ADRs by AVCO Holdings LP and may be deemed to be the beneficial owner of these shares.
This statement is filed by Dr. William Gueck (the "Reporting Person").
(b)
Address or principal business office or, if none, residence:
Dr. William Gueck
54 Roan Ln
St. Louis, MO, 63124
(c)
Citizenship:
Dr. William Gueck is a citizen of the United States of America.
(d)
Title of class of securities:
Ordinary Shares
(e)
CUSIP No.:
590717401
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);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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 percentages used herein are calculated based upon 1,281,167,187 Ordinary Shares issued and outstanding as of August 25, 2025, based on information provided by an officer of the Issuer in an email correspondence on August 25, 2025.
The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for the Reporting Person and is incorporated herein by reference.
The Reporting Person's total beneficial ownership amounts to 64,521,900 Ordinary Shares held in the form of ADRs (constituting approximately 5.0% of the Ordinary Shares outstanding).
The Reporting Person is the sole beneficial owner of 525,000 Ordinary Shares held in the form of ADRs. The Reporting Person also has discretionary authority to vote and dispose, and may be deemed to be the beneficial owner, of: (i) 1,792,150 Ordinary Shares held in the form of ADRs by Conrad Gueck; (ii) 1,792,150 Ordinary Shares held in the form of ADRs by Ava Gueck; (iii) 1,110,000 Ordinary Shares held in the form of ADRs by the Mary DeAnn Gueck trust, for which the Reporting Person is trustee; (iv) 890,000 Ordinary Shares held in the form of ADRs by the William Gueck trust, for which Mary DeAnn Gueck is trustee. In addition, the Reporting Person has discretionary authority to vote and dispose of (A) 49,717,450 Ordinary Shares held in the form of ADRs by Cova Holdings LP and (B) 350,000 Ordinary Shares in the form of ADRs underlying warrants that Cova Holdings LP has the right to acquire through the exercise of such warrants within 60 days, and may be deemed to be the beneficial owner of these shares. In addition, the Reporting Person has discretionary authority to vote and dispose of 8,345,150 Ordinary Shares held in the form of ADRs by AVCO Holdings LP and may be deemed to be the beneficial owner of these shares. Although the Reporting Person may be deemed to have beneficial ownership of such Ordinary Shares, neither the filing of this Schedule 13G nor any of the contents hereof shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the Ordinary Shares owned by Cova Holdings LP and by AVCO Holdings LP for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(b)
Percent of class:
N/A
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
N/A
(ii) Shared power to vote or to direct the vote:
N/A
(iii) Sole power to dispose or to direct the disposition of:
N/A
(iv) Shared power to dispose or to direct the disposition of:
N/A
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
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What stake in Mesoblast (MEOBF) does Dr. William Gueck report?
Dr. William Gueck reports beneficial ownership of 64,521,900 ADR-form Ordinary Shares, representing approximately 5.0% of the outstanding Ordinary Shares.
How many shares does Dr. Gueck directly own versus control indirectly?
He is the sole beneficial owner of 525,000 ADRs; the remainder reflects shares over which he has discretionary authority held by family members, trusts and entities.
Which entities' holdings are included in the reported total?
The filing cites discretionary authority over holdings including 49,717,450 ADRs held by Cova Holdings LP, 8,345,150 ADRs held by AVCO Holdings LP, and additional family/trust holdings and warrants.
Does the filing admit ownership of shares held by the entities named?
No. The filing includes an explicit disclaimer that it does not constitute an admission that the Reporting Person is the beneficial owner of shares held by Cova Holdings LP or AVCO Holdings LP.
On what outstanding share base is the percentage ownership calculated?
The percentage is calculated using 1,281,167,187 Ordinary Shares issued and outstanding as stated in the filing.
