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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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EBR SYSTEMS, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
0000000000 (CUSIP Number) |
06/30/2026 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 0000000000 |
| 1 | Names of Reporting Persons
H.E.S.T. Australia Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
AUSTRALIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,031,904.10 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 5 and 7 consist of 1,634,387.40 shares of common stock, par value $0.0001 per share ("common stock"), underlying 16,343,874 CHESS Depositary Interests ("CDIs") of EBR Systems, Inc. (the "Issuer") held by H.E.S.T. Australia Ltd. (the "Reporting Person"), as trustee for HESTA. The Issuer completed a 1-for-10 reverse stock split that was effected on April 1, 2026 (the "Reverse Split"). The disclosure herein gives effect to the Reverse Split. The outstanding CDIs were not consolidated as a result of the Reverse Split, but the conversion ratio of the CDIs to shares changed from 1-to-1 to 10-to-1, and 10 CDIs now represent the right to receive one share of common stock. The CDIs are held by CHESS Depositary Nominees Pty Limited, a subsidiary of ASX Limited. Rows 6 and 8 consist of (i) 1,587,540.80 shares of common stock underlying 15,875,408 CDIs held by MRCF3 Service (H) Pty Ltd ("MRCF3 Service") on trust for MRCF3 (H) Trust ("MRCF3 Trust"), (ii) 307,226 shares of common stock issuable upon exercise of certain warrants held by MRCF3 Service on trust for the MRCF3 Trust, and (iii) 502,749.90 shares of common stock underlying 5,027,499 CDIs held by BB6 Service (H) Coinvestment Trusco Pty Ltd ("BB6 Service") on trust for BCP HESTA Co-Investment Trust ("BCP Trust"). MRCF3 Service is the trustee of MRCF3 Trust. Pursuant to a Part B Management Agreement, dated April 22, 2015, among MRCF3 Service, BCP3 Pty Ltd and the Reporting Person, the Reporting Person may be deemed to share voting and investment power with respect to the CDIs and shares of common stock issuable upon exercise of certain warrants held by MRCF3 Trust. BB6 Service is the trustee of BCP Trust. Pursuant to a Management Deed, dated May 17, 2024, among BCP4 Pty Ltd and BB6 Service, the Reporting Person may be deemed to share voting and investment power with respect to the CDIs held by BCP Trust. The Reporting Person is the sole unitholder in each of MRCF3 Trust and BCP Trust. Row 11 is based on the sum of (i) 75,330,559 shares of common stock outstanding (equivalent to 753,305,590 CDIs) as of July 7, 2026, as disclosed in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on July 9, 2026 and (ii) 307,226 shares of common stock issuable upon exercise of the warrants described above.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
EBR SYSTEMS, INC. | |
| (b) | Address of issuer's principal executive offices:
480 Oakmead Parkway, Sunnyvale, CA 94085 | |
| Item 2. | ||
| (a) | Name of person filing:
H.E.S.T. Australia Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Level 20, 2 Lonsdale Street, Melbourne, Victoria, 3000 | |
| (c) | Citizenship:
Australia | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
4,031,904.10 | |
| (b) | Percent of class:
5.3% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,634,387.40 | ||
| (ii) Shared power to vote or to direct the vote:
2,397,516.70 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,634,387.40 | ||
| (iv) Shared power to dispose or to direct the disposition of:
2,397,516.70 | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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