SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

 

 

ResMed Inc.

(Name of Issuer)

Common Stock, par value $0.04 (“Common Stock”)

(Title of Class of Securities)

761152107

(CUSIP Number)

December 31, 2013

Date of Event Which Requires Filing of the Statement

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 


13G

 

CUSIP No. 761152107     Page 2 of 14

 

  1.   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Commonwealth Bank of Australia

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization

 

    Australian Capital Territory, Commonwealth of Australia

Number of

shares

beneficially

owned by

each

reporting

person

with

   5.    

Sole voting power

 

    0

   6.   

Shared voting power

 

    11,292,732 shares*

   7.   

Sole dispositive power

 

    0

   8.   

Shared dispositive power

 

    11,292,732 shares*

  9.  

Aggregate amount beneficially owned by each reporting person

 

    11,292,732 shares*

10.  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11.  

Percent of class represented by amount in Row (9)

 

Approximately 7.97% (based on 141,659,731 shares outstanding as of January 22, 2014, per Form 10-Q dated January 29, 2014)

12.  

Type of reporting person

 

    BK/HC

 

* Held in the form of 4,420,836 shares of common stock and 68,719,197 CHESS Depository Interests (“CDIs”), with each CDI representing 0.1 shares of common stock.


13G

 

CUSIP No. 761152107     Page 3 of 14

 

  1.   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Colonial Holding Company Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization

 

    New South Wales, Commonwealth of Australia

Number of

shares

beneficially

owned by

each

reporting

person

with

   5.    

Sole voting power

 

    0

   6.   

Shared voting power

 

    11,187,496 shares*

   7.   

Sole dispositive power

 

    0

   8.   

Shared dispositive power

 

    11,187,496 shares*

  9.  

Aggregate amount beneficially owned by each reporting person

 

    11,187,496 shares*

10.  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11.  

Percent of class represented by amount in Row (9)

 

Approximately 7.90% (based on 141,659,731 shares outstanding as of January 22, 2014, per Form 10-Q dated January 29, 2014)

12.  

Type of reporting person

 

    HC

 

* Held in the form of 4,420,836 shares of common stock and 67,666,831 CDIs, with each CDI representing 0.1 shares of common stock.


13G

 

CUSIP No. 761152107     Page 4 of 14

 

  1.   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Commonwealth Insurance Holdings Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization

 

    New South Wales, Commonwealth of Australia

Number of

shares

beneficially

owned by

each

reporting

person

with

   5.    

Sole voting power

 

    0

   6.   

Shared voting power

 

    11,187,496 shares*

   7.   

Sole dispositive power

 

    0

   8.   

Shared dispositive power

 

    11,187,496 shares*

  9.  

Aggregate amount beneficially owned by each reporting person

 

    11,187,496 shares*

10.  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11.  

Percent of class represented by amount in Row (9)

 

Approximately 7.90% (based on 141,659,731 shares outstanding as of January 22, 2014, per Form 10-Q dated January 29, 2014)

12.  

Type of reporting person

 

    HC

 

* Held in the form of 4,420,836 shares of common stock and 67,666,831 CDIs, with each CDI representing 0.1 shares of common stock.


13G

 

CUSIP No. 761152107     Page 5 of 14

 

  1.   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Colonial First State Group Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization

 

    Victoria, Commonwealth of Australia

Number of

shares

beneficially

owned by

each

reporting

person

with

   5.    

Sole voting power

 

    0

   6.   

Shared voting power

 

    8,897,637 shares*

   7.   

Sole dispositive power

 

    0

   8.   

Shared dispositive power

 

    8,897,637 shares*

  9.  

Aggregate amount beneficially owned by each reporting person

 

    8,897,637 shares*

10.  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11.  

Percent of class represented by amount in Row (9)

 

Approximately 6.28% (based on 141,659,731 shares outstanding as of January 22, 2014, per Form 10-Q dated January 29, 2014)

12.  

Type of reporting person

 

    HC

 

* Held in the form of 4,411,936 shares of common stock and 44,857,132 CDIs, with each CDI representing 0.1 shares of common stock.


13G

 

CUSIP No. 761152107     Page 6 of 14

 

  1.   

Name of reporting person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

First State Investment Management (UK) Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization

 

    Scotland, United Kingdom

Number of

shares

beneficially

owned by

each

reporting

person

with

   5.    

Sole voting power

 

    0

   6.   

Shared voting power

 

    5,839,776 shares*

   7.   

Sole dispositive power

 

    0

   8.   

Shared dispositive power

 

    5,839,776 shares*

  9.  

Aggregate amount beneficially owned by each reporting person

 

    5,839,776 shares*

10.  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11.  

Percent of class represented by amount in Row (9)

 

Approximately 4.12% (based on 141,659,731 shares outstanding as of January 22, 2014, per Form 10-Q dated January 29, 2014)

12.  

Type of reporting person

 

    IA/FI

 

* Held in the form of 4,410,936 shares of common stock and 14,288,438 CDIs, with each CDI representing 0.1 shares of common stock.


13G

 

CUSIP No. 761152107     Page 7 of 14

 

Item 1(a)    Name of Issuer: ResMed Inc.
Item 1(b)    Address of Issuer’s Principal Executive Offices:
   9001 Spectrum Center Blvd
   San Diego, CA 92123
   United States of America
Item 2(a)    Name of Person Filing
Item 2(b)    Address of Principal Business Office
Item 2(c)    Citizenship
   Commonwealth Bank of Australia
   Ground Floor, Tower 1
   201 Sussex Street
   Sydney, New South Wales, 2000
   Commonwealth of Australia
   Australian Capital Territory
   Colonial Holding Company Limited
   Ground Floor, Tower 1
   201 Sussex Street
   Sydney, New South Wales, 2000.
   Commonwealth of Australia
   New South Wales
   Commonwealth Insurance Holdings Limited
   Ground Floor, Tower 1
   201 Sussex Street
   Sydney, New South Wales, 2000
   Commonwealth of Australia
   New South Wales
   Colonial First State Group Limited
   Ground Floor, Tower 1
   201 Sussex Street
   Sydney, New South Wales, 2000
   Commonwealth of Australia
   Victoria
   First State Investment Management (UK) Limited
   23 St Andrew Square
   Edinburgh EH2 1BB
   Scotland


13G

 

CUSIP No. 761152107     Page 8 of 14

 

Item 2(d)    Title of Class of Securities:
   Common stock and CHESS Depository Interests (“CDIs”)
Item 2(e)    CUSIP Number:    761152107
Item 3    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a)    ¨    Broker or dealer registered under Section 15 of the Exchange Act;
  (b)    ¨    Bank as defined in Section 3(a)(6) of the Exchange Act;
  (c)    ¨    Insurance company as defined in Section 3(a)(19) of the Exchange Act;
  (d)    ¨    Investment company registered under Section 8 of the Investment Company Act;
  (e)    ¨    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f)    ¨    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g)    x    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j)    x    A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
  (k)    ¨    Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
  If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: First State Investment Management (UK) Limited is an investment adviser registered pursuant to the law of the jurisdiction in which it is located.

If this statement is filed pursuant to Rule 13d-1(c), check this box:  ¨

 

Item 4    Ownership:

 

  (a) Amount beneficially owned:

Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.

 

  (b) Percent of Class:

Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.


13G

 

CUSIP No. 761152107     Page 9 of 14

 

  (c) Number of shares as to which such person has:

 

   (i) sole power to vote or to direct the vote:
   Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
   (ii) shared power to vote or to direct the vote:
   Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.
   (iii) sole power to dispose or to direct the disposition of:
   Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
   (iv) shared power to dispose or to direct the disposition of:
   Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.

 

Item 5    Ownership of Five Percent or Less of a Class:
   As of the date hereof, First State Investment Management (UK) Limited is no longer the beneficial owner of more than five percent of the class of securities reported herein.
Item 6    Ownership of More than Five Percent on Behalf of Another Person:
  

Not Applicable.

Item 7    Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
  

See Exhibit 99.2.

Item 8    Identification and Classification of Members of the Group:
  

Not Applicable.

Item 9    Notice of Dissolution of Group:
  

Not Applicable.


13G

 

CUSIP No. 761152107     Page 10 of 14

 

Item 10    Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. I also certify that, to the best of my knowledge and belief, the foreign regulatory schemes applicable to the relevant subsidiaries referenced in Exhibit 99.2 to this Schedule 13G are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s), and that I undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.


13G

 

CUSIP No. 761152107     Page 11 of 14

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 13th day of February, 2014.

 

Commonwealth Bank of Australia
By:  

/s/ Margaret Taylor

Name:   Margaret Taylor
Title:   Company Secretary
Colonial Holding Company Limited
By:  

/s/ Michael Venter

Name:   Michael Venter
Title:   Director
Commonwealth Insurance Holdings Limited
By:  

/s/ Michael Venter

Name:   Michael Venter
Title:   Director
Colonial First State Group Limited
By:  

/s/ Michael Venter

Name:   Michael Venter
Title:   Director
First State Investment Management (UK) Limited
By:  

/s/ Gary Withers

Name:   Gary Withers
Title:   Director


13G

 

CUSIP No. 761152107     Page 12 of 14

 

INDEX TO EXHIBITS

 

Exhibit
No.

  

Exhibit

99.1    Joint Filing Agreement
99.2    Item 7 Information