Sec Form 3 Filing - Banks Jerel A. @ Benitec Biopharma Inc. - 2020-04-15

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 Banks Jerel A. 2. Issuer Name and Ticker or Trading Symbol Benitec Biopharma Inc. [ BNTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O BENITEC BIOPHARMA INC., 3940 TRUST WAY 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2020 (Street) HAYWARD, CA94545 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

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 Options (right to buy) ( 1 ) $ 108 ( 4 ) ( 2 ) 06/26/2023 Common Stock 33,333 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Direct or 10% Owner Officer Other Banks Jerel A. C/O BENITEC BIOPHARMA INC. 3940 TRUST WAY HAYWARD, CA94545 X Chief Executive Officer Signatures /s/ Jerel Banks 04/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were originally granted for exercise of ordinary shares of Benitec Biopharma Limited (predecessor to Issuer). Pursuant to a scheme of arrangement (the "Scheme") completed on April 15, 2020, all ordinary shares of Benitec Biopharma Limited were exchanged for shares of common stock in Issuer and no ordinary shares of Benitec Biopharma Limited remain outstanding. ( 2 )These options were granted to the Reporting Person on June 25, 2018, by Benitec Biopharma Limited. 1/3 of the options are fully vested, 1/3 will vest two years from the grant date on June 26, 2020, and 1/3 will vest three years from the grant date on June 26, 2021. ( 3 )These options were originally granted for exercise of 10,000,000 underlying shares of Benitec Biopharma Limited's ordinary shares. Pursuant to the Scheme referenced in footnote 1, on April 15, 2020, all ordinary shares in Benitec Biopharma Limited were exchanged for shares of common stock in Issuer at an exchange rate of 300 ordinary shares for one share of common stock (the "Exchange Ratio"). As a result, the shares of common stock in Issuer now underlying these options is 33,333. ( 4 )Representing the exercise price to purchase one share of common stock of Issuer, calculated based on the certified exchange rate for April 15, 2020, as published by the Federal Reserve Board of the United States, of AUD 0.6328 to USD 1.00. These options were originally granted with an exercise price of AUD 0.2278 per option to purchase an ordinary share in Benitec Biopharma Limited. Following the completion of the Scheme, the exercise price for one share of common stock of Issuer shall therefore be AUD 68.34, or USD 108.00 based on the aforementioned exchange rate, which equals to AUD 0.2278 multiplied by the Exchange Ratio referenced in footnote 3.

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