SC 13G/A: Opthea Ltd

AI Summary

SC 13G/A filing by Opthea Ltd.

Risk Assessment

Risk Level: low

Filing Documents

• z72243sc13ga4.htm (SC 13G/A) — 53KB
• 0001214659-24-011989.txt ( ) — 54KB

If this statement is filed pursuant to §§

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) o Broker or dealer registered under Section 15 of the Act; (b) o Bank as defined in Section 3(a)(6) of the Act; (c) o Insurance company as defined in Section 3(a)(19) of the Act; (d) o Investment company registered under Section 8 of the Investment Company Act of 1940; (e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) o 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; (j) x A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) o Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Ownership

Item 4. Ownership (a) Amount Beneficially Owned: 312,995,827 Page 4 of 6 (b) Percent of Class : 28.68% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: 312,995,827 (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: 312,995,827 Pursuant to Rule 13d-3(a)(2), Regal Funds Management Pty Limited (“Regal”) and Regal Partners Limited (by virtue of Regal Partners Limited being the 100% owner and controller of Regal Funds Management Pty Limited) are deemed to be the beneficial owners of 312,995,827 Ordinary Shares or 28.68% of the total 1,091,466,771 Ordinary Shares reported to be outstanding as of June 20, 2024 in Opthea Limited’s Appendix 2A filed with the Australian Securities Exchange on June 20, 2024, as a result of Regal being the trustee and/or manager and/or advisor of various investment trusts. The number of shares beneficially owned includes: (i) 289,736,603 Ordinary Shares and (ii) 2,907,403 American Depositary Shares, which each represent eight Ordinary Shares.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

Ownership of more than Five Percent on Behalf of Another Person

Item 6. Ownership of more than Five Percent on Behalf of Another Person. Not applicable

Identification and classification

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

Identification and classification of members of

Item 8. Identification and classification of members of the group. Not applicable

Notice of Dissolution of Group. Not applicable

Item 9. Notice of Dissolution of Group. Not applicable

Certifications

Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief: (i) the securities referred to above were acquired and are held in the ordinary course of business and 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; and (ii) the foreign regulatory scheme applicable to investment advisers with an Australian Financial Services Licence is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. Page 5 of 6 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. Dated: 3 rd July 2024 /s/ Kenny Ho Kenny Ho, Company Secretary, Regal Funds Management Pty Limited The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Page 6

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