Sec Form 3 Filing - CSL LTD @ Cara Therapeutics, Inc. - 2022-08-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CSL LTD
2. Issuer Name and Ticker or Trading Symbol
Cara Therapeutics, Inc. [ CARA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
655 ELIZABETH STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2022
(Street)
MELBOURNE VIC, C33000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 7,396,770 I See Notes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CSL LTD
655 ELIZABETH STREET
MELBOURNE VIC, C33000
X
Signatures
CSL LIMITED, By: /s/ Fiona Mead, Name: Fiona Mead, Title: Company Secretary 07/25/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )CSL Limited, an Australian public limited company ("CSL"), may be deemed to have a pecuniary interest in securities reported by it on this Form 3 (the "Subject Securities").
( 2 )CSL's beneficial ownership of the Subject Securities is being reported solely because CSL may be deemed to beneficially own the Subject Securities as a result of its acquisition, indirectly, of 100% of the equity interests in Vifor Pharma Ltd. ("Vifor Pharma"), and, in turn, 100% of the equity interests in the entity that holds the Subject Securities, Vifor (International) Ltd. ("Vifor (International)"), and 55% of the equity interests in Vifor Fresenius Medical Care Renal Pharma Ltd. ("VFMCRP"), which were indirectly owned by Vifor Pharma, on August 9, 2022. VFMCRP may be deemed to beneficially own 6,221,943 of the Subject Securities as a result of its right to acquire such Subject Securities upon exercise of an option granted to it by Vifor (International).
( 3 )(Continued from Footnote 2) As a result of the merger of Vifor Pharma into Vifor Pharma Participations Ltd. ("Vifor Participations") pursuant to a merger agreement, dated May 11, 2023, CSL indirectly owns 100% of the equity interests in Vifor (International) and 55% of the equity interests in VFMCRP through its indirect ownership of 100% of the equity interests in Vifor Participations.
( 4 )CSL disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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