Amendment: SEC Form SCHEDULE 13G/A filed by Prothena Corporation plc
$PRTA
Biotechnology: Pharmaceutical Preparations
Health Care
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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. 2)
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PROTHENA CORP PUBLIC LTD CO (Name of Issuer) |
Ordinary Shares, $0.01 par value (Title of Class of Securities) |
G72800108 (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. | G72800108 |
| 1 | Names of Reporting Persons
SCULLY WILLIAM P | ||||||||
| 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
FLORIDA
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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
5,558,290.00 | ||||||||
| 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)
10.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: * See Item 4.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
PROTHENA CORP PUBLIC LTD CO | |
| (b) | Address of issuer's principal executive offices:
77 SIR JOHN ROGERSON'S QUAY, BLOCK C, 77 SIR JOHN ROGERSON'S QUAY, BLOCK C, DUBLIN 2, IRELAND, D02 VK60. | |
| Item 2. | ||
| (a) | Name of person filing:
William P. Scully | |
| (b) | Address or principal business office or, if none, residence:
771 Manatee Cove, Vero Beach, Florida 32963 | |
| (c) | Citizenship:
Florida | |
| (d) | Title of class of securities:
Ordinary Shares, $0.01 par value | |
| (e) | CUSIP No.:
G72800108 | |
| 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:
The Reporting Person may be deemed to be the beneficial owner of 5,558,290 Ordinary Shares. This amount consists of (i) 49,193 Ordinary Shares owned directly by the Reporting Person over which he has sole voting and dispositive power, (ii) 75,950 Ordinary Shares owned by Manatee Equity Fund LLC, of which the Reporting Person is the sole manager with sole voting and dispositive power, (iii) 583,000 Ordinary Shares owned by the Reporting Persons IRA, over which he has sole voting and dispositive power, (iv) 42,000 Ordinary Shares owned by the Reporting Persons spouses IRA, over which he may be deemed to have shared voting and dispositive power, (v) 17,000 Ordinary Shares owned by the Reporting Persons spouse, over which he may be deemed to have shared voting and dispositive power (vi) 18,000 Ordinary Shares owned by an IRA subject to an investment management agreement over which the Reporting Person may be deemed to have shared voting and dispositive power by reason of his right to terminate such agreement, (vii) 128,000 Ordinary Shares owned in the aggregate by various trusts, of which the Reporting Person may be deemed to have shared voting and dispositive power by virtue of being a co-trustee, (viii) 4,092,346 Ordinary Shares owned in the aggregate by various grantor retained annuity trusts, which have an independent trustee, but over which the Reporting Person may be deemed to have shared voting and dispositive power by reason of his retained right to substitute assets in such trusts, and (ix) 552,801 Ordinary Shares owned in the aggregate by various other trusts, which have an independent trustee, but over which the Reporting Person may be deemed to have shared voting and dispositive power by reason of his retained right to substitute assets in such trusts. | |
| (b) | Percent of class:
According to the Issuers most recent Quarterly Report on Form 10Q for the quarter ended September 30, 2024, the number of shares outstanding as of November 6, 2024 was 53,808,732. The Ordinary Shares which the Reporting Person may be deemed to beneficially own constitute approximately 10.33 percent of such total number of shares. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
708,143 | ||
| (ii) Shared power to vote or to direct the vote:
4,850,147 | ||
| (iii) Sole power to dispose or to direct the disposition of:
708,143 | ||
| (iv) Shared power to dispose or to direct the disposition of:
4,850,147 | ||
| 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: |
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.
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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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Comments accompanying signature: Pursuant to a Limited Power of Attorney dated as of February 13, 2024, a copy of which is on file with the Commission.