SEC Form SC 13D/A filed by GreenLight Biosciences Holdings PBC (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Greenlight Biosciences Holdings, PBC

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

 39536G 105

(CUSIP Number)

c/o Ana Mondedeu Insunza

Insud Pharma, S.L.

Calle de Manuel Pombo Angulo, No. 28, 3rd Floor

28050 Madrid, Spain

with copies to:

Juan Manuel de Remedios

John Vetterli

Scott Levi

White & Case LLP

Calle Velázquez 86D, 3rd Floor
28006 Madrid, Spain
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 24, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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).

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended (the “Act”), this Amendment No. 1 to the Schedule 13D (as defined below) (the “Amendment No. 1”) amends and supplements certain items of the Schedule 13D related to the common stock, par value $0.0001 per share (the “Common Stock”) of GreenLight Biosciences Holdings, PBC, a public benefit corporation incorporated in Delaware (the “Issuer”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 8, 2023 (the “Original Schedule 13D”). All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as otherwise provided herein, each item of the Original Schedule 13D remains unchanged.

Item 4. Purpose of Transaction.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a)

- (b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.  As of July 24, 2023, the Reporting Person owns no shares of Common Stock. To the extent that a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, was formed by virtue of the Reporting Persons’ actions with respect to the Contribution and Exchange Agreement, such group ceased to exist upon the closing of the Merger.

(c) Except as described in Items 3 and 4 of this Schedule, which descriptions are incorporated herein by reference, the Reporting Person, and, to the best knowledge of the Reporting Person, each of the Covered Persons, has not effected any transactions in the common stock during the past 60 days.

(d) To the best knowledge of the Reporting Person, no one other than the Reporting Person and its respective members, shareholders and affiliates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Person.

(e) The Reporting Person ceased to be a beneficial owner of any shares of Common Stock on July 24, 2023.

SIGNATURES

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.

Dated:  July 28, 2023	INSUD PHARMA, S.L.
	By:	/s/ Ana Mondedeu Insunza
		Name:	Ana Mondedeu Insunza
		Title:	Associate General Counsel and Secretary