Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Clene Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
185634201 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 185634201 |
| 1 | Names of Reporting Persons
Alison Mosca | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,893,162.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Sole Voting and Dispositive Power includes options to purchase 30,804 shares of common stock; Shared Voting and Dispositive Power includes warrants to purchase 398,572 shares of common stock and 917,431 shares subject to conversion from a promissory note. The convertible note includes a provision limiting the Reporting Person's ability to convert certain amounts into common shares to the extent such conversion, together with the exercise of any warrants held by the Reporting Person, would require stockholder approval under the rules or regulations of the Nasdaq Stock Market.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Clene Inc. | |
| (b) | Address of issuer's principal executive offices:
6550 South Millrock Drive Suite G50, Salt Lake City, UT, 84121 | |
| Item 2. | ||
| (a) | Name of person filing:
Alison Mosca | |
| (b) | Address or principal business office or, if none, residence:
c/o Kensington Capital Holdings, LLC, 26 Patriot Place, Suite 301, Foxboro, MA 02035 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value | |
| (e) | CUSIP No.:
185634201 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,893,162 (Includes the following: 1,973 shares of Common Stock held directly, 321,052 shares of Common Stock held by Kensington Clene 2021, LLC, for which Ms. Mosca is the sole manager of and owns a minority interest, 72,997 shares of Common Stock held by the Robert C. Gay 1998 Family Trust (the "Family Trust"), for which Ms. Mosca serves as trustee, and 150,333 shares of Common Stock held by Kensington Investments, L.P., for which Ms. Mosca serves as the chief executive officer. By reason of the provisions of Rule 13d-3 of the Act, Ms. Mosca may be deemed to beneficially own the shares beneficially owned by Kensington Clene 2021, LLC, the Family Trust, and Kensington Investments, L.P. Ms. Mosca disclaims beneficial ownership of the securities held in Kensington Clene 2021, LLC, the Family Trust, Kensington Clene 2024, LLC, and Kensington Investments, L.P. except to her pecuniary interest therein and this report shall not be deemed as an admission of beneficial ownership of the reported securities. Also includes options to purchase 30,804 shares of common stock, warrants to purchase 398,572 shares of common stock, and 917,431 shares subject to conversion from a promissory note issued by Kensington Clene 2024, LLC, for which Ms. Mosca is the sole manager of and owns a minority interest. The convertible note includes a provision limiting the Reporting Person's ability to convert certain amounts into common shares to the extent such conversion, together with the exercise of any warrants held by the Reporting Person, would require stockholder approval under the rules or regulations of the Nasdaq Stock Market. Kensington Clene 2021, LLC had been incorrectly referred to in the original Schedule 13G for Ms. Mosca as Kensington Clene, LLC; there is no such legal entity. | |
| (b) | Percent of class:
19.7% (As of January 21, 2025 (based on 8,248,719 shares of Common Stock outstanding as represented in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 24, 2025.) %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
32,777 (Includes 1,973 shares held directly and options to purchase 30,804 shares of common stock.) | ||
| (ii) Shared power to vote or to direct the vote:
1,860,385 (Includes 321,052 shares of Common Stock held by Kensington Clene 2021, LLC, 72,997 shares of Common Stock held by the Family Trust, 150,333 shares of Common Stock held by Kensington Investments, L.P., warrants to purchase 398,572 shares of Common Stock, and 917,431 shares subject to conversion from a promissory note.) | ||
| (iii) Sole power to dispose or to direct the disposition of:
32,777 (Includes 1,973 shares held directly and options to purchase 30,804 shares of common stock.) | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,860,385 (Includes 321,052 shares of Common Stock held by Kensington Clene 2021, LLC, 72,997 shares of Common Stock held by the Family Trust, 150,333 shares of Common Stock held by Kensington Investments, L.P., warrants to purchase 398,572 shares of Common Stock, and 917,431 shares subject to conversion from a promissory note.) | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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