SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SUVRETTA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

540 MADISON AVENUE

7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Benitec Biopharma Inc. [ BNTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.0001 per share	09/26/2024		X		588,236⁽²⁾	A	$1.9299	2,058,415	I⁽¹⁾	See footnotes⁽¹⁾⁽²⁾
Common stock, par value $0.0001 per share	09/26/2024		X		4,605,000⁽³⁾	A	$3.86	6,663,415	I⁽¹⁾	See footnotes⁽¹⁾⁽³⁾
Common stock, par value $0.0001 per share	09/26/2024		X		1,219,970⁽⁴⁾	A	$0.0001	7,883,385	I⁽¹⁾	See footnotes⁽¹⁾⁽⁴⁾
Common stock, par value $0.0001 per share	09/26/2024		X		576,347⁽⁵⁾	A	$3.86	797,458	I⁽¹⁾	See footnotes⁽¹⁾⁽⁵⁾
Common stock, par value $0.0001 per share	09/26/2024		X		148,210⁽⁶⁾	A	$0.0001	945,668	I⁽¹⁾	See footnotes⁽¹⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series 2 Common Warrants	$1.9299	09/26/2024		X			10,000,000	12/09/2022	12/09/2027	Common Stock	588,236⁽²⁾	$0	0	I⁽¹⁾	See footnotes⁽¹⁾⁽²⁾
Common Warrants	$3.86	09/26/2024		X			4,605,000	08/11/2023	08/11/2028	Common Stock	4,605,000⁽³⁾	$0	0	I⁽¹⁾	See footnotes⁽¹⁾⁽³⁾
Pre-Funded Warrants	$0.0001	09/26/2024		X			1,219,970	08/11/2023	⁽⁷⁾	Common Stock	4,605,000⁽⁴⁾	$0	3,385,030	I⁽¹⁾	See footnotes⁽¹⁾⁽⁴⁾
Common Warrants	$3.86	09/26/2024		X			576,347	08/11/2023	08/11/2028	Common Stock	576,347⁽⁵⁾	$0	0	I⁽¹⁾	See footnotes⁽¹⁾⁽⁵⁾
Pre-Funded Warrants	$0.0001	09/26/2024		X			148,210	08/11/2023	⁽⁷⁾	Common Stock	576,347⁽⁶⁾	$0	428,137	I⁽¹⁾	See footnotes⁽¹⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

SUVRETTA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

540 MADISON AVENUE

7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Averill Madison Master Fund, Ltd.

(Last)

(First)

(Middle)

C/O SUVRETTA CAPITAL MANAGEMENT, LLC

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Averill Master Fund, Ltd.

(Last)

(First)

(Middle)

C/O SUVRETTA CAPITAL MANAGEMENT, LLC

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cowen Aaron

(Last)

(First)

(Middle)

C/O SUVRETTA CAPITAL MANAGEMENT, LLC

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Notes are included on Exhibit 99.1.

2. Notes are included on Exhibit 99.1.

3. Notes are included on Exhibit 99.1.

4. Notes are included on Exhibit 99.1.

5. Notes are included on Exhibit 99.1.

6. Notes are included on Exhibit 99.1.

7. Notes are included on Exhibit 99.1.

Remarks:

Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signature

	Suvretta Capital Management, LLC; By: /s/Andrew Nathanson , General Counsel & Chief Compliance Officer	09/30/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director Suvretta Capital Management, Llc exercised 7,137,763 in-the-money shares at a strike of $2.96 (SEC Form 4)