| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Beneficient (Name of Issuer) |
Class A common stock, par value $0.001 per share (Title of Class of Securities) |
08178Q309 (CUSIP Number) |
09/30/2024 (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 |
| CUSIP No. | 08178Q309 |
| 1 | Names of Reporting Persons Hatteras Investment Partners, LP | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 562,749.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Beneficient | |
| (b) | Address of issuer's principal executive
offices: 325 N. SAINT PAUL STREET, DALLAS, TEXAS, 75201. | |
| Item 2. | ||
| (a) | Name of person filing: Hatteras Investment Partners, LP | |
| (b) | Address or principal business office or, if
none, residence: 8510 Colonnade Center Drive, Suite 150
Raleigh, NC 27615 | |
| (c) | Citizenship: Hatteras Investment Partners, LP is a Delaware limited partnership | |
| (d) | Title of class of securities: Class A common stock, par value $0.001 per share | |
| (e) | CUSIP No.: 08178Q309 | |
| 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: 562,749 | |
| (b) | Percent of class: 12.3 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 562,749 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 562,749 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0
The securities reported herein are beneficially owned by one or more registered investment companies or other discretionary advisory clients of Hatteras Investment Partners, LP. When an investment management contract delegates to Hatteras Investment Partners, LP investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, Hatteras Investment Partners, LP considers itself to have sole investment or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, Hatteras Investment Partners, LP reports on SCHEDULE 13G/A that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d-3 under the Act, Hatteras Investment Partners, LP may be deemed to be the beneficial owner of the securities reported in this SCHEDULE 13G/A.
Hatteras Investment Partners, LP disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, if any. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Clients of Hatteras Investment Partners, LP, including an investment company registered under the Investment Company Act of 1940 and other discretionary accounts, have the right to receive or power to direct the receipt of distributions from, and the proceeds from the sale of, the securities reported herein.
Hatteras Master Fund, LP, an investment company registered under the Investment Company Act of 1940, has an interest in 10.2% of the class of securities reported herein. | ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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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