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Schedule 13G/A: Todd W. Fennell reports 8.08% of PRTA

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Todd W. Fennell filed an amendment to a Schedule 13G disclosing beneficial ownership of 4,350,846 ordinary shares of Prothena Corporation plc, representing approximately 8.08% of the 53,826,982 shares outstanding. The reported holdings consist of 40,000 shares held by an irrevocable gift trust and 4,310,846 shares held by multiple grantor retained annuity trusts, for which Mr. Fennell serves as independent trustee.

The filing shows shared voting and shared dispositive power over all reported shares and includes a certification that the securities are not held to change or influence control of the issuer. This disclosure provides investors a clear view of a materially significant, statedly passive stake in PRTA and identifies the legal vehicles through which the interest is held.

Positive

  • Material disclosure of a significant 8.08% stake (4,350,846 shares) in Prothena enhances market transparency
  • Clear identification of ownership vehicles: 40,000 shares in an irrevocable gift trust and 4,310,846 shares in grantor retained annuity trusts
  • Filing includes an explicit certification that the shares are not held to change or influence control, indicating a stated passive intent

Negative

  • None.

Insights

Passive 8.08% stake disclosed; material in size but filed as non-control, so immediate market impact is likely limited.

The filing reports 4,350,846 shares (≈8.08% of 53,826,982 outstanding). From a capital-markets perspective, stakes above 5% attract attention because they can influence liquidity and perceptions of insider alignment, but this Schedule 13G/A includes a certification that the holdings are not intended to influence control, indicating a passive position. The shares are held through trusts with shared voting/dispositive powers, which can affect how quickly the position could be mobilized if intentions changed.

Disclosure enhances governance transparency; shared trustee roles warrant monitoring but filing signals no control attempt.

The report itemizes ownership through an irrevocable gift trust (40,000 shares) and multiple grantor retained annuity trusts (4,310,846 shares) with the reporting person acting as independent trustee. That structure gives shared voting and dispositive power, which is important for understanding who can exercise influence in practice. The explicit certification that the position is not held to affect control reduces immediate governance concerns, though investors should note the legal vehicles and power allocations disclosed.






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




Comment for Type of Reporting Person: See Item 4


SCHEDULE 13G



Fennell Todd W.
Signature:/s/ Diana L. Hayes
Name/Title:attorney-in-fact
Date:08/13/2025

Comments accompanying signature: Pursuant to a limited power of attorney dated as of February 8, 2024, a copy of which is on file with the Commission.

FAQ

How many Prothena (PRTA) shares does Todd W. Fennell beneficially own?

The filing reports 4,350,846 ordinary shares beneficially owned by Todd W. Fennell, representing approximately 8.08% of outstanding shares.

Through what vehicles are Fennell's PRTA shares held?

The shares are held via an irrevocable gift trust (40,000 shares) and multiple grantor retained annuity trusts (4,310,846 shares); Mr. Fennell serves as independent trustee.

Does Todd W. Fennell have sole voting or dispositive power over these shares?

No. The filing states 0 sole voting power and 0 sole dispositive power, and reports 4,350,846 shares of shared voting and shared dispositive power.

Is the disclosed position intended to influence control of Prothena (PRTA)?

The certification in the filing states the securities were not acquired and are not held to change or influence control of the issuer.

What form was filed and what event date is associated with the filing?

A Schedule 13G/A (Amendment No. 4) was filed in relation to the event date 06/30/2025.
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