SEC Form SC 13G/A filed by Repligen Corporation (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Amendment No. 5)*

Under the Securities Exchange Act of 1934

Repligen Corporation

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

759916109

(CUSIP Number)

(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)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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 not be subject to all other provisions of the Act (however, see the Notes).

Item 1(a). Name of issuer: Repligen Corporation.

Item 1(b). Address of issuer’s principal executive offices: 41 Seyon Street, Waltham, Massachusetts 02453

Item 2(a). Name of person filing:

Item 2(b). Address of principal business office, or, if none, residence: c/o TroyGould PC, 1801 Century Park East, 16th Floor, Los Angeles, California 90067, Attention: Istvan Benko.

Item 2(c). Citizenship: Each reporting person was formed under the laws of the United States.

Item 2(d). Title of class of securities: Common stock, $.01 par value per share, of the Issuer.

Item 2(e). CUSIP No.: 759916109

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

Until his death on June 11, 2022, Roy T. Eddleman was the sole trustee of each of the reporting persons, and as such had investment and voting control over the shares covered by this Schedule (the “Shares”). This Amendment is being filed to reflect the fact that Mr. Eddleman has died and that Nereyda Rubio and Anis Garci have replaced Mr. Eddleman as the co-trustees of each reporting person. As co-trustees, each co-trustee has investment and voting control over the Shares and may be deemed to have shared voting power and shared investment power with respect to all such Shares. The co-trustees disclaim beneficial ownership of each reporting persons’ Shares except to the extent of his/her pecuniary interest therein. Mr. Eddleman’s estate is still in administration in preparation of the required distribution of the Shares.

The percentage ownership information is calculated based upon 55,519,646 shares of common stock of the Issuer issued and outstanding as of September 30, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2022.

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.

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.