EBR Systems (EBRCZ) Form 3 EBR Systems / Mark H. Carnegie ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Carnegie Mark H.

(Last) (First) (Middle)

C/O M.H. CARNEGIE & CO. PTY LTD

SUITE 210-F3, 122 LANG ROAD

(Street)

MOORE PARK C3 2021

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2024

3. Issuer Name and Ticker or Trading Symbol
EBR Systems, Inc. [ EBRCZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	784,209(1)	I	by M. Carnegie Pty Ltd(2)
Common Stock	14,952,663(1)	I	by Carnegie Venture Capital Pty Ltd(3)
Common Stock	14,162,839(1)	I	by Carnegie Innovation Fund No 2 LP(4)
Common Stock	7,883,287(1)	I	by MHC Fund Services B Pty Ltd(5)
Common Stock	3,323,193(1)	I	by MHC Fund Services 2A Pty Ltd(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	10/29/2017	10/29/2027	Common Stock	1,950,607	0.41	I	by M. H. Carnegie & Co. Pty Ltd(7)
Warrant (right to buy)	08/26/2019	08/26/2029	Common Stock	682,021	0.59	I	by Carnegie Venture Capital Pty Ltd(3)
Warrant (right to buy)	08/26/2019	08/26/2029	Common Stock	224,263	0.59	I	by Carnegie Innovation Fund No 2 LP(4)
Warrant (right to buy)	08/26/2019	08/26/2029	Common Stock	177,063	0.59	I	by MHC Fund Services B Pty Ltd(5)
Warrant (right to buy)	03/13/2020	03/13/2030	Common Stock	682,021	0.59	I	by Carnegie Venture Capital Pty Ltd(3)
Warrant (right to buy)	03/13/2020	03/13/2030	Common Stock	224,263	0.59	I	by Carnegie Innovation Fund No 2 LP(4)
Warrant (right to buy)	03/13/2020	03/13/2030	Common Stock	177,063	0.59	I	by MHC Fund Services B Pty Ltd(5)
Warrant (right to buy)	02/12/2021	02/12/2031	Common Stock	362,513	0.59	I	by Carnegie Venture Capital Pty Ltd(3)
Warrant (right to buy)	02/12/2021	02/12/2031	Common Stock	70,825	0.59	I	by MHC Fund Services B Pty Ltd(5)
Warrant (right to buy)	06/25/2021	06/25/2031	Common Stock	91,159	0.59	I	by M. Carnegie Pty Ltd(2)
Warrant (right to buy)	06/25/2021	06/25/2031	Common Stock	337,558	0.59	I	by Carnegie Venture Capital Pty Ltd(3)
Warrant (right to buy)	06/25/2021	06/25/2031	Common Stock	378,575	0.59	I	by MHC Fund Services B Pty Ltd(5)
Warrant (right to buy)	10/04/2021	10/04/2031	Common Stock	91,159	0.59	I	by M. Carnegie Pty Ltd(2)
Warrant (right to buy)	10/04/2021	10/04/2031	Common Stock	337,558	0.59	I	by Carnegie Venture Capital Pty Ltd(3)
Warrant (right to buy)	10/04/2021	10/04/2031	Common Stock	378,575	0.59	I	by MHC Fund Services B Pty Ltd(5)

1. Name and Address of Reporting Person^*

Carnegie Mark H.

(Last) (First) (Middle)

C/O M.H. CARNEGIE & CO. PTY LTD

SUITE 210-F3, 122 LANG ROAD

(Street)

MOORE PARK C3 2021

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

M.H. Carnegie & Co. Pty Ltd

(Last) (First) (Middle)

SUITE 210-F3, THE ENTERTAINMENT QUARTER,

122 LANG ROAD

(Street)

MOORE PARK C3 2021

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of the Issuer's common stock underlying the same amount of Chess Depository Interests ("CDIs"). The CDIs trade on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX.

2. Mark H. Carnegie is controlling member of M. Carnegie Pty Ltd and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the reported securities held by M. Carnegie Pty Ltd.

3. M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, Carnegie Venture Capital Pty Ltd, an Australian domiciled corporate limited partnership. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by Carnegie Venture Capital Pty Ltd. Carnegie Venture Capital Pty Ltd, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

4. M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, Carnegie Innovation Fund No 2 LP, an Australian domiciled registered limited partnership. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by Carnegie Innovation Fund No 2 LP. Carnegie Innovation Fund No 2 LP, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

5. M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, MHC Fund Services B Pty Ltd, an Australian domiciled investment trust. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by MHC Fund Services B Pty Ltd. MHC Fund Services B Pty Ltd, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

6. M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, MHC Fund Services 2A Pty Ltd, an Australian domiciled investment trust. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by MHC Fund Services 2A Pty Ltd. MHC Fund Services 2A Pty Ltd, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

7. Includes 854,018 shares held on behalf of Trevor J. Moody, a director of the Issuer. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities directly held by M.H. Carnegie & Co. Pty Ltd, an Australian regulated company. M.H. Carnegie & Co. Pty Ltd and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

	/s/ Mark H. Carnegie	10/11/2024
	/s/ M.H. Carnegie & Co. Pty Ltd, by Mark H. Carnegie, Chief Executive Officer	10/11/2024
	** Signature of Reporting Person	Date
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