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Form SC 13G GENETIC TECHNOLOGIES Filed by: CAPITAL VENTURES INTERNATIONAL

March 13, 2015 8:57 AM EDT

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CUSIP No. 37185R208

13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13G

 

Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

 

(Amendment No.     )*

 

Genetic Technologies Limited

(Name of Issuer)

Ordinary Shares, no par value per share

(Title of Class of Securities)

37185R208

(CUSIP Number)

March 6, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 purposes 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. 37185R208

13G

 

 

 

(1)

Names of Reporting Persons
Capital Ventures International

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(5)

Sole Voting Power
0

 

(6)

Shared Voting Power **
166,666,650

 

(7)

Sole Dispositive Power
0

 

(8)

Shared Dispositive Power **
166,666,650

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
166,666,650

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
9.7%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 


** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

 

2



 

CUSIP No. 37185R208

13G

 

 

 

(1)

Names of Reporting Persons
Heights Capital Management, Inc.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(5)

Sole Voting Power
0

 

(6)

Shared Voting Power **
166,666,650

 

(7)

Sole Dispositive Power
0

 

(8)

Shared Dispositive Power **
166,666,650

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
166,666,650

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
9.7%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 


** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

 

3



 

CUSIP No. 37185R208

13G

 

 

Item 1.

 

(a)

Name of Issuer
Genetic Technologies Limited (the “Company”).

 

(b)

Address of Issuer’s Principal Executive Offices
60-66 Hanover Street, Fitzroy, Victoria 3065 Australia

 

Item 2(a).

Name of Person Filing

 

This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the Ordinary Shares of the Company, no par value per share (the “Shares”).

(i)            Capital Ventures International

(ii)           Heights Capital Management, Inc.

Item 2(b).

Address of Principal Business Office or, if none, Residence

 

The address of the principal business office of Capital Ventures International is:

 

The Harbour Trust Co. Ltd.
Windward 1, Regatta Office Park
West Bay Road
P.O. Box 897
Grand Cayman KY1-1103
Cayman Islands

 

The address of the principal business office of Heights Capital Management, Inc. is:

 

101 California Street, Suite 3250
San Francisco, California 94111

Item 2(c).

Citizenship

 

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d).

Title of Class of Securities

 

Ordinary Shares, no par value per share

Item 2(e).

CUSIP Number

 

37185R208. The CUSIP Number applies to the American Depositary Shares, each of which represents 150 Ordinary Shares.

 

4



 

CUSIP No. 37185R208

13G

 

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The information required by Items 4(a) — (c) is set forth in Rows 5 — 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

The number of Shares reported as beneficially owned consists of 166,666,650 Shares (represented by 1,111,111 American Depositary Shares).

 

The Company’s Prospectus Supplement to the Prospectus dated November 5, 2012 (Registration No. 333-184766) filed on March 10, 2015, indicates there were 1,714,191,631 Shares outstanding (represented by 11,427,944 American Depository Shares) as of the completion of the offering of the Shares referred to therein.

 

Heights Capital Management, Inc., which serves as the investment manager to Capital Ventures International, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

 

5



 

CUSIP No. 37185R208

13G

 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

 

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 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.

 

6



 

CUSIP No. 37185R208

13G

 

 

Item 10.

Certification

By signing below each of the undersigned certifies that, to the best of its 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.

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

Dated: March 13, 2015

 

CAPITAL VENTURES INTERNATIONAL

 

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

 

By: Heights Capital Management, Inc.

 

By:

/s/ Brian Sopinsky

pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit I hereto.

 

Name:
Title:

Brian Sopinsky
Secretary

 

 

 

 

By:

/s/ Brian Sopinsky

 

 

 

Name:

Brian Sopinsky

 

 

 

Title:

Secretary

 

 

 

7



 

CUSIP No. 37185R208

13G

 

 

EXHIBIT INDEX

 

EXHIBIT

 

DESCRIPTION

I

 

Limited Power of Attorney

II

 

Joint Filing Agreement

 

8



 

CUSIP No. 37185R208

13G

 

 

Exhibit I

 

LIMITED POWER OF ATTORNEY

 

THIS LIMITED POWER OF ATTORNEY given on the 3rd day of April, 1999 by Capital Ventures International (hereinafter called “the Company”), whose Registered Office is situated at Second Floor, One Capital Place, P.O. Box 1781, Grand Cayman Islands, B.W.I.

 

WHEREAS, by agreement dated March 10, 1997, by and between the Company and Heights Capital Management, the Company expressly authorized Heights Capital Management to enter into transactions in certain designated areas as defined in the Agreement attached hereto marked “Appendix 1.”

 

NOW THIS DEED WITNESSETH that Ian A.N. Wight (Director) and Woodburne Associates (Cayman) Limited (Secretary) of the Company, hereby appoint on behalf of the Company the firm of HEIGHTS CAPITAL MANAGEMENT which through  its officers, directors and employees is hereby formally granted limited power of attorney for the purpose of entering into transactions on behalf of and for the account of the Company and to take any actions on behalf of the Company as may be necessary to consummate such transactions, including but not limited to instructing the transfer of funds where necessary and executing required documentation.

 

IN WITNESS WHEREOF, the Company has caused its common seal to be hereunto affixed the day and year above written.

 

THE COMMON SEAL OF

 

CAPITAL VENTURES INTERNATIONAL

/s/ Ian A.N. Wight

was hereunto affixed in the presence of:

Ian A.N. Wight

 

(Director)

 

 

 

 

 

/s/ Woodburne Associates

 

Woodburne Associates

 

(Cayman) Limited

 

Secretary

 

9



 

CUSIP No. 37185R208

13G

 

 

EXHIBIT II

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares of Genetic Technologies Limited is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of March 13, 2015

 

CAPITAL VENTURES INTERNATIONAL

 

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

 

By: Heights Capital Management, Inc.

 

By:

/s/ Brian Sopinsky

pursuant to a Limited Power of Attorney

 

Name:

Brian Sopinsky

 

 

Title:

Secretary

By:

/s/ Brian Sopinsky

 

 

Name:

Brian Sopinsky

 

 

Title:

Secretary

 

 

 

10




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