Sec Form 13D Filing - Morningside Venture Investments Ltd filing for GreenLight Biosciences Holdings PBC (GRNA) - 2022-02-14

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 disclosures provided in a prior cover page.

Names of Reporting Persons

Morningside Venture Investments Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒         (b) ☐

SEC Use Only

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

13,857,931

Sole Dispositive Power

0

Shared Dispositive Power

13,857,931

Aggregate Amount Beneficially Owned by Each Reporting Person

13,857,931

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

11.3% (1)

Type of Reporting Person (See Instructions)

CO

Based on 122,822,082 shares of Common Stock outstanding on February 2, 2022, as reported in the Issuer’s Current Report on Form 8-K dated February 2, 2022, filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2022.

Names of Reporting Persons

MVIL, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

1,000,000

Sole Dispositive Power

0

(10)

Shared Dispositive Power

1,000,000

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

0.8% (1)

Type of Reporting Person (See Instructions)

CO

Based on 122,822,082 shares of Common Stock outstanding on February 2, 2022, as reported in the Issuer’s Current Report on Form 8-K dated February 2, 2022, filed with the SEC on February 7, 2022.

Names of Reporting Persons

Frances Anne Elizabeth Richard

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   ☒            (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United Kingdom

Number of

Shares

Beneficially  

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

13,857,931

Sole Dispositive Power

0

Shared Dispositive Power

13,857,931

Aggregate Amount Beneficially Owned by Each Reporting Person

13,857,931

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

11.3% (1)

Type of Reporting Person (See Instructions)

IN

Based on 122,822,082 shares of Common Stock outstanding on February 2, 2022, as reported in the Issuer’s Current Report on Form 8-K dated February 2, 2022, filed with the SEC on February 7, 2022.

     Names of Reporting Persons

Jill Marie Franklin

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United Kingdom

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

13,857,931

Sole Dispositive Power

0

Shared Dispositive Power

13,857,931

Aggregate Amount Beneficially Owned by Each Reporting Person

13,857,931

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

11.3% (1)

Type of Reporting Person (See Instructions)

IN

Based on 122,822,082 shares of Common Stock outstanding on February 2, 2022, as reported in the Issuer’s Current Report on Form 8-K dated February 2, 2022, filed with the SEC on February 7, 2022.

Names of Reporting Persons

Peter Stuart Allenby Edwards

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United Kingdom

Sole Voting Power

0

Shared Voting Power

13,857,931

Sole Dispositive Power

0

Shared Dispositive Power

13,857,931

Aggregate Amount Beneficially Owned by Each Reporting Person

13,857,931

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

11.3% (1)

Type of Reporting Person (See Instructions)

IN

Based on 122,822,082 shares of Common Stock outstanding on February 2, 2022, as reported in the Issuer’s Current Report on Form 8-K dated February 2, 2022, filed with the SEC on February 7, 2022.

Names of Reporting Persons

Cheung Ka Ho

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Hong Kong

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

13,857,931

Sole Dispositive Power

0

Shared Dispositive Power

13,857,931

Aggregate Amount Beneficially Owned by Each Reporting Person

13,857,931

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

11.3% (1)

Type of Reporting Person (See Instructions)

IN

Based on 122,822,082 shares of Common Stock outstanding on February 2, 2022, as reported in the Issuer’s Current Report on Form 8-K dated February 2, 2022, filed with the SEC on February 7, 2022.

Names of Reporting Persons

Cheng Yee Wing Betty

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Hong Kong

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

1,000,000

Sole Dispositive Power

0

Shared Dispositive Power

1,000,000

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

0.8% (1)

Type of Reporting Person (See Instructions)

IN

Based on 122,822,082 shares of Common Stock outstanding on February 2, 2022, as reported in the Issuer’s Current Report on Form 8-K dated February 2, 2022, filed with the SEC on February 7, 2022.

Names of Reporting Persons

Wong See Wai

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Hong Kong

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

1,000,000

Sole Dispositive Power

0

Shared Dispositive Power

1,000,000

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

0.8% (1)

Type of Reporting Person (See Instructions)

IN

Based on 122,822,082 shares of Common Stock outstanding on February 2, 2022, as reported in the Issuer’s Current Report on Form 8-K dated February 2, 2022, filed with the SEC on February 7, 2022.

Security and Issuer.

Identity and Background.

This statement is filed by:

Morningside Venture Investments Limited, a British Virgin Islands exempted company (“Morningside”), with respect to the Common Stock directly and beneficially owned by it;

MVIL, LLC, a Delaware limited liability company (“MVIL”), with respect to the Common Stock directly and beneficially owned by it;

Frances Anne Elizabeth Richard, with respect to the Common Stock beneficially owned by her as a result of her position as a director with Morningside;

Jill Marie Franklin, with respect to the Common Stock beneficially owned by her as a result of her position as a director with Morningside;

Peter Stuart Allenby Edwards, with respect to the Common Stock beneficially owned by him as a result of his position as a director with Morningside;

Cheung Ka Ho, with respect to the Common Stock beneficially owned by him as a result of his position as a director with Morningside;

Cheng Yee Wing Betty, with respect to the Common Stock beneficially owned by her as a result of his position as a manager with MVIL; and

Wong See Wai, with respect to the Common Stock beneficially owned by him as a result of his position as a manager with MVIL.

The business address of each of the Reporting Persons other than MVIL, LLC is:

The present principal business of Morningside, MVIL, Ms. Richard, Ms. Franklin, Mr. Edwards, Mr. Cheung, Dr. Cheng, Ms. Cheng and Mr. Wong is the venture capital and private equity investment business.

No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Reporting Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Citizenship of the Reporting Persons is as set forth below:

Morningside

British Virgin Islands

MVIL

Delaware

Ms. Richard

United Kingdom

Ms. Franklin

United Kingdom

Mr. Edwards

United Kingdom

Mr. Cheung

Hong Kong

Ms. Cheng

Hong Kong

Mr. Wong

Hong Kong

Source and Amount of Funds or Other Consideration.

Purpose of Transaction.

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

Any material change in the present capitalization or dividend policy of the Issuer;

Any other material change in the Issuer’s business or corporate structure;

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

Any action similar to any of those enumerated above.

Interest in Securities of the Issuer.

Morningside Venture Investments Limited

As of the date hereof, Morningside beneficially owns 13,857,931 shares of Common Stock, representing a beneficial ownership of approximately 11.3% of the Common Stock. Morningside directly holds 12,857,931 shares of Common Stock and MVIL, its wholly owned subsidiary, holds 1,000,000 shares of Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

MVIL, LLC

As of the date hereof, MVIL beneficially owns 1,000,000 shares of Common Stock, representing a beneficial ownership of approximately 0.8% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Frances Anne Elizabeth Richard

As of the date hereof, Ms. Richard beneficially owns 13,857,931 shares of Common Stock, representing a beneficial ownership of approximately 11.3% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Jill Marie Franklin

As of the date hereof, Ms. Franklin beneficially owns 13,857,931 shares of Common Stock, representing a beneficial ownership of approximately 11.3% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Peter Stuart Allenby Edwards

As of the date hereof, Mr. Edwards beneficially owns 13,857,931 shares of Common Stock, representing a beneficial ownership of approximately 11.3% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Cheung Ka Ho

As of the date hereof, Mr. Cheung beneficially owns 13,857,931 shares of Common Stock, representing a beneficial ownership of approximately 11.3% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Cheng Yee Wing Betty

As of the date hereof, Ms. Cheung beneficially owns 1,000,000 shares of Common Stock, representing a beneficial ownership of approximately 0.8% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

Wong See Wai

As of the date hereof, Mr. Cheung beneficially owns 1,000,000 shares of Common Stock, representing a beneficial ownership of approximately 0.8% of the Common Stock.

(b)

1. Sole power to vote or direct vote:

2. Shared power to vote or direct vote:

3. Sole power to dispose or direct the disposition:

4. Shared power to dispose or direct the disposition:

See Item 3.

Not applicable.

Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Material to be Filed as Exhibits.

Exhibit Description

/s/ Frances Anne Elizabeth Richard

/s/ Cheng Yee Wing Betty

/s/ Frances Anne Elizabeth Richard

/s/ Jill Marie Franklin

/s/ Peter Stuart Allenby Edwards

/s/ Cheung Ka Ho

/s/ Cheng Yee Wing Betty

/s/ Wong See Wai