Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Renalytix plc (Name of Issuer) |
Ordinary Shares, nominal value GBP0.0025 per share underlying American Depositary Shares (Title of Class of Securities) |
75973T200 (CUSIP Number) |
PETER TRAPANI JEFFERSON RIVER CAPITAL LLC, 499 PARK AVENUE, 27TH FLOOR NEW YORK, NY, 10022 212-805-8110 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 75973T200 |
| 1 |
Name of reporting person
JEFFERSON RIVER CAPITAL LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,644,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Ownership percentage calculations are based on 437,018,680 Ordinary Shares outstanding as of November 3, 2025, as indicated by the Issuer's proxy statement dated November 4, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75973T200 |
| 1 |
Name of reporting person
The Hamilton E. James 2003 Children's Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,406,043.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75973T200 |
| 1 |
Name of reporting person
Hamilton E. James | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,644,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 75973T200 |
| 1 |
Name of reporting person
David R. James | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,406,043.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value GBP0.0025 per share underlying American Depositary Shares | |
| (b) | Name of Issuer:
Renalytix plc | |
| (c) | Address of Issuer's Principal Executive Offices:
2 Leman Street, LONDON,
UNITED KINGDOM
, E1W 9US. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on February 17, 2023, as amended by Amendment No. 1 on March 21, 2024, Amendment No. 2 on October 2, 2024 and Amendment No. 3 on November 6, 2024. This Amendment No. 4 relates to ordinary shares, par value GBP0.0025 (the "Ordinary Shares") of Renalytix plc, a company incorporated in England and Wales (the "Issuer"). The principal executive office of the Issuer is located at 2 Leman Street, London E1W 9US, United Kingdom. The beneficial ownership reported herein reflects Ordinary Shares and the Issuer's American depositary shares (the "ADS"), each representing two Ordinary Shares, held by the Reporting Persons (as defined in the Schedule 13D). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. HEJ is the direct beneficial owner of 238,348 Ordinary Shares in the form of ADS. The percentages reported in this Schedule 13D are calculated based upon 437,018,680 Ordinary Shares outstanding as of November 3, 2025, as indicated by the Issuer's proxy statement dated November 4, 2025. Jefferson River disclaims beneficial ownership over all securities beneficially owned by the Trust and HEJ, other than for the purpose of determining obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this Schedule 13D shall not be deemed an admission that Jefferson River is the beneficial owner of such securities for any other purpose. HEJ disclaims beneficial ownership over all securities beneficially owned by the Trust, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that HEJ is the beneficial owner of such securities for any other purpose. DRJ disclaims beneficial ownership over all securities beneficially owned by the Trust, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that DRJ is the beneficial owner of such securities for any other purpose. | |
| (b) | Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. HEJ is the direct beneficial owner of 238,348 Ordinary Shares in the form of ADS. The percentages reported in this Schedule 13D are calculated based upon 437,018,680 Ordinary Shares outstanding as of November 3, 2025, as indicated by the Issuer's proxy statement dated November 4, 2025. Jefferson River disclaims beneficial ownership over all securities beneficially owned by the Trust and HEJ, other than for the purpose of determining obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this Schedule 13D shall not be deemed an admission that Jefferson River is the beneficial owner of such securities for any other purpose. HEJ disclaims beneficial ownership over all securities beneficially owned by the Trust, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that HEJ is the beneficial owner of such securities for any other purpose. DRJ disclaims beneficial ownership over all securities beneficially owned by the Trust, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Schedule 13D shall not be deemed an admission that DRJ is the beneficial owner of such securities for any other purpose. | |
| (e) | Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Ordinary Shares on November 3, 2025. | |
| 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.
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