SC 13G 1 d125202dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )

 

 

Caladrius Biosciences, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

128058104

(CUSIP Number)

March 18, 2016

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 128058104   Schedule 13G   Page 2 of 10

 

  1   

NAMES OF REPORTING PERSONS

 

IEA Private Investments Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    West Samoa

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    4,172,435

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    4,172,435

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,172,435

  10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

  11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    6.97%

  12  

TYPE OF REPORTING PERSON

 

    OO

CUSIP No. 128058104   Schedule 13G   Page 3 of 10

 

  1   

NAMES OF REPORTING PERSONS

 

Mark Siao Hing Pu

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    Hong Kong SAR

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    4,172,435

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    4,172,435

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,172,435

  10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

  11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    6.97%

  12  

TYPE OF REPORTING PERSON

 

    IN

CUSIP No. 128058104   Schedule 13G   Page 4 of 10

 

  1   

NAMES OF REPORTING PERSONS

 

Amy Wu Yee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    Taiwan, Republic of China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    4,172,435

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    4,172,435

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,172,435

  10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

  11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    6.97%

  12  

TYPE OF REPORTING PERSON

 

    IN

 

CUSIP No. 128058104   Schedule 13G   Page 5 of 10

 

ITEM 1. (a)      Name of Issuer:

Caladrius Biosciences, Inc. (the “Issuer”)

 

  (b)      Address of Issuer’s Principal Executive Offices:

Caladrius Biosciences, Inc.

106 Allen Road, Fourth Floor

Basking Ridge, New Jersey 07920

 

ITEM 2. (a)      Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

IEA Private Investments Ltd.

Mark Siao Hing Pu

Amy Wu Yee

 

  (b)      Address or Principal Business Office:

The business address of each of the Reporting Persons is c/o IEA Private Investments Ltd., 3003A, ONE Exchange Square, 8 Connaught Place, Central, Hong Kong.

 

  (c)      Citizenship of each Reporting Person is:

IEA Private Investments Ltd. is organized under the laws of West Samoa. Mark Siao Hing Pu is a citizen of Hong Kong, China and Amy Wu Yee is a citizen of Taiwan, China.

 

  (d)      Title of Class of Securities:

Common Stock, par value $0.001 per share (“Common Stock”)

 

  (e)      CUSIP Number:

128058104

 

ITEM 3.

Not applicable.

 

CUSIP No. 128058104   Schedule 13G   Page 6 of 10

 

ITEM 4. Ownership

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of March 18, 2016, based upon 58,980,599 shares of Common Stock outstanding as of March 10, 2016.

 

Reporting Person   

Amount

beneficially

owned

    

Percent

of class:

     Sole
power
to vote or
to direct
the vote:		    Shared
power to
vote or to
direct the
vote:		     

Sole
power to
dispose or
to direct
the
disposition

of:

   

Shared

power to

dispose or

to direct

the

disposition

of:

  

IEA Private Investments Ltd.

      4,172,435 1      6.97 %    0      4,172,435       0      4,172,435   

Mark Siao Hing Pu

      4,172,435 2      6.97 %    0      4,172,435       0      4,172,435   

Amy Wu Yee

      4,172,435 3      6.97 %    0      4,172,435       0      4,172,435   

IEA Private Investments Ltd. is the record holder of 3,313,215 shares of the Issuer’s Common Stock and warrants to purchase an additional 859,220 shares of the Issuer’s Common Stock . The investment and voting decisions of IEA Private Investments Ltd. are made by its board of directors, consisting of Mark Siao Hing Pu and Amy Wu Yee, each of whom, in such capacity, may be deemed to beneficially own such shares.

 

ITEM 5. Ownership of Five Percent or Less of a Class

Not applicable.

 

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

1  Represents 3,313,215 shares of the Issuer’s Common Stock held of record by IEA Private Investments Ltd. and warrants to purchase an additional 859,220 shares of the Issuer’s Common Stock exercisable within 60 days of March 18, 2016.
2  Represents 3,313,215 shares of the Issuer’s Common Stock held of record by IEA Private Investments Ltd. and warrants to purchase an additional 859,220 shares of the Issuer’s Common Stock exercisable within 60 days of March 18, 2016.
3  Represents 3,313,215 shares of the Issuer’s Common Stock held of record by IEA Private Investments Ltd. and warrants to purchase an additional 859,220 shares of the Issuer’s Common Stock exercisable within 60 days of March 18, 2016.

 

CUSIP No. 128058104   Schedule 13G   Page 7 of 10

 

ITEM 8. Identification and Classification of Members of the Group

Not applicable.

 

ITEM 9. Notice of Dissolution of Group

Not applicable.

 

ITEM 10. Certification

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.

 

CUSIP No. 128058104   Schedule 13G   Page 8 of 10

 

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.

Date: March 18, 2016

 

IEA Private Investments Ltd.
By:  

/s/ Mark Siao Hing Pu

Name:   Mark Siao Hing Pu
Title:   Director
Mark Siao Hing Pu
 

/s/ Mark Siao Hing Pu

  Mark Siao Hing Pu, individually
Amy Wu Yee
 

/s/ Amy Wu Yee

  Amy Wu Yee, individually

LIST OF EXHIBITS

 

Exhibit
No.

   

Description

99    Joint Filing Agreement.