| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
COMPASS PATHWAYS PLC (Name of Issuer) |
Ordinary shares, nominal value GBP0.008 per share (Title of Class of Securities) |
20451W101 (CUSIP Number) |
12/31/2024 (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. | 20451W101 |
| 1 | Names of Reporting Persons George Jay Goldsmith | ||||||||
| 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 UNITED KINGDOM | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,369,156.00 | ||||||||
| 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) 2.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 20451W101 |
| 1 | Names of Reporting Persons Ekaterina Malievskaia | ||||||||
| 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 UNITED KINGDOM | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,307,662.00 | ||||||||
| 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) 2.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: COMPASS PATHWAYS PLC | |
| (b) | Address of issuer's principal executive
offices: 33 Broadwick Street, London, X0, W1F 0DQ | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by George Jay Goldsmith and Ekaterina Malievskaia. | |
| (b) | Address or principal business office or, if
none, residence: Each Reporting Person's address is c/o COMPASS Pathways plc, 33 Broadwick Street, London W1F 0DQ,
United Kingdom | |
| (c) | Citizenship: The Reporting Persons are citizens of the United Kingdom. | |
| (d) | Title of class of securities: Ordinary shares, nominal value GBP0.008 per share | |
| (e) | CUSIP No.: 20451W101 | |
| 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: Mr. Goldsmith directly beneficially owns 2,369,156 Ordinary Shares, representing approximately 2.56% of the outstanding Ordinary Shares, which includes:(i) 2,179,653 Ordinary Shares and (ii) 189,503 Ordinary Shares subject to a stock option exercisable within 60 days of December 31, 2024. Dr. Malievskaia directly beneficially owns 2,307,662 Ordinary Shares, representing approximately 2.49% of the outstanding Ordinary Shares, which includes: (i) 2,176,694 Ordinary Shares and (ii) 130,968 Ordinary Shares subject to a stock option exercisable within 60 days of December 31, 2024.
Mr. Goldsmith and Dr. Malievskaia are married to each other, but each Reporting Person expressly disclaims beneficial ownership of the securities held by the other Reporting Person.
The percentage of the outstanding Ordinary Shares beneficially owned by the Reporting Person is based on 92,423,796 Ordinary Shares outstanding as of January 13, 2025, as disclosed in the Issuer's Prospectus Supplement on Form 424b(5) as filed with the Securities and Exchange Commission on January 10, 2025. | |
| (b) | Percent of class: 5.04 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Mr. Goldsmith directly beneficially owns 2,369,156 Ordinary Shares and Dr. Malievskaia directly beneficially owns 2,307,662 Ordinary Shares. | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Mr. Goldsmith directly beneficially owns 2,369,156 Ordinary Shares and Dr. Malievskaia directly beneficially owns 2,307,662 Ordinary Shares. | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| 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.
Not Applicable. | ||
| 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: |
| 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. |
|
|
|
|
Exhibit
Information |
Exhibit A. Power of Attorney (1). Exhibit B. Power of Attorney (2). (1) Power of Attorney previously filed as Exhibit 24 to a Form 4 with regard to COMPASS Pathways plc filed with the Securities and Exchange Commission on June 6, 2023 by George Jay Goldsmith. (2) Power of Attorney previously filed as Exhibit 24 to a Form 4 with regard to COMPASS Pathways plc filed with the Securities and Exchange Commission on November 2, 2023 by Ekaterina Malievskaia. |