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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, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
08/21/2026 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Host-Plus Pty Ltd as trustee for the HOSTPLUS Pooled Superannuation Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 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
15,756,215.00 | ||||||||
| 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)
18.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
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:
Host-Plus Pty Ltd as trustee for the HOSTPLUS Pooled Superannuation Trust | |
| (b) | Address or principal business office or, if none, residence:
Level 9, 114 William Street, Melbourne, Australia VIC 3000 | |
| (c) | Citizenship:
Australia | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Row 9 of the Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by the Reporting Person and is incorporated by reference.
The securities reported herein consist of (i) 3,492,778 shares of common stock underlying 34,927,780 CDIs and 311,925 shares of common stock issuable upon exercise of certain warrants held by MRCF3 Service (HP) Pty Ltd on trust for MRCF 3 (HP) Trust; (ii) 11,049,972 shares of common stock underlying 110,499,718 CDIs held by BB6 Service (HP) Co-investment Trusco Pty Ltd on trust for BCP (HP) Co-Investment Trust; and (iii) 783,330 shares of common stock underlying 7,833,300 CDIs and 118,210 shares of common stock issuable upon exercise of certain warrants held by MHC Fund Services B Pty Ltd as trustee for MHC Hostplus Co-Investment Trust.
The Reporting Person is the sole unitholder in each of MRCF 3 (HP) Trust and BCP (HP) Co-Investment Trust and has sole voting and investment power with respect to the securities held by each trust.
The Reporting Person is the sole beneficiary of MHC Hostplus Co-Investment Trust and exercises shared dispositive power over the securities held by MHC Fund Services B Pty Ltd.
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| (b) | Percent of class:
Row 11 of the Reporting Person's cover page to this Schedule 13G sets forth the percentage of shares of common stock of the Issuer beneficially owned by the Reporting Person and is incorporated by reference.
Such percentage is calculated based upon the sum of: (i) 75,335,559 shares of Common Stock outstanding as of August 11, 2026, as disclosed by the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission ("SEC") on August 11, 2026; (ii) 9,210,527 shares issued on August 21, 2026; and (ii) 430,135 shares of Common Stock issuable upon exercise of warrants beneficially owned by the Reporting Person. %
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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:
Row 5 of the Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. | ||
| (ii) Shared power to vote or to direct the vote:
Row 6 of the Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Row 7 of the Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Row 8 of the Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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