Filing Details

*          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).

1

NAME OF REPORTING PERSON

Insud Pharma, S.L.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☒ ⁽¹⁾           (b)☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

SC (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Spain

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

2,551,020

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,551,020

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,551,020

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.68% (2)

14

TYPE OF REPORTING PERSON

OO

Item 1.

Security and Issuer.

This statement of beneficial ownership on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0001 per share (“Common Stock”), of GreenLight Biosciences Holdings, PBC, a public benefit corporation incorporated in Delaware (the “Issuer”).  The address of the Issuer’s principal executive office is 29 Hartwell Avenue, Lexington, Massachusetts.

Item 2.

Identity and Background.

(a)

This Schedule 13D is being filed with the Securities and Exchange Commission (the “SEC”) by Insud Pharma, S.L. (the “Reporting Person”).  Information regarding each director and executive officer of the Reporting Person (collectively, the “Covered Persons”) is set forth in Annex A and incorporated herein by reference.

(b)

The principal business address of the Reporting Person and each of the Covered Persons is c/o Insud Pharma, S.L., Calle de Manuel Pombo Angulo, No. 28, 3rd Floor, 28050 Madrid, Spain.

(c)

The principal business of the Reporting Person is operating across the entire pharmaceutical value chain, delivering specialized expertise and experience in scientific research, development, manufacturing, sales and marketing of a wide range of value-adding active pharmaceutical ingredients (APIs), finished dosage forms (FDFs) and branded pharmaceuticals, for human and animal health. The present principal occupation or employment of each of the Covered Persons is its or his position at the Reporting Person, as set forth in Annex A incorporated herein by reference.

(d)-(e)

During the last five years, none of the Reporting Person, or to the best of its knowledge, any of the Covered Persons, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The Reporting Person is a sociedad limitada organized in Spain.  The citizenship or place of organization of each of the Covered Persons is set forth in Annex A and incorporated herein by reference.

Item 3.

Source and Amount of Funds or Other Consideration.

The information in Item 4 of this Schedule 13D is incorporated herein by reference.

Item 4.

Purpose of Transaction.

The information in Items 5 and 6 of this Schedule 13D is incorporated herein by reference.  On May 29, 2023, the Reporting Person entered into a contribution and exchange agreement with SW ParentCo, Inc., a Delaware corporation (the “Parent”) in connection with the Issuer’s Agreement and Plan of Merger (the “Merger Agreement”) with Parent, and wholly-owned subsidiary of Fall Line Endurance Fund, LP, and SW MergerCo, Inc., a wholly-owned subsidiary of Parent.  Other holders of Common Stock of the Issuer (the “Rollover Stockholders”) also entered into contribution and exchange agreements with the Parent with identical terms (collectively, the “Contribution and Exchange Agreements”).  Pursuant to the Contribution and Exchange Agreements, the Rollover Stockholders agreed to contribute in the aggregate 120,521,038 shares of Common Stock (the “Rollover Shares,” which include 2,551,020 shares of Common Stock beneficially owned by the Reporting Person) to Parent, in exchange for an equal number of shares of Series A-2 Preferred Stock, par value $0.0001 per share, of Parent. As a result of the Reporting Person’s actions in connection with its Contribution and Exchange Agreement, the Reporting Person may be deemed to be member, along with the other Rollover Stockholders, of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which “group” collectively owns approximately 79.46% of the Issuer’s outstanding Common Stock.  The information in the Issuer’s Current Report on Form 8-K, filed with the SEC on May 30, 2023, describing the terms of the Merger Agreement and Contribution and Exchange Agreement is incorporated herein by reference.  The Reporting Person’s Contribution and Exchange Agreement is also filed as Exhibit 7.1 hereto.

Item 5.

Interest in Securities of the Issuer.

(a)-(b)

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.  The ownership percentages herein are based on the 151,681,314 shares of Common Stock outstanding as of May 8, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 11, 2023.  All Rollover Stockholders that are members of the “group” are listed below based on information provided by the Issuer to the Reporting Person:

Name

Number of Shares

% Ownership(1)

S2G Ventures Fund I, LP

2,087,043

1.38%

S2G Ventures Fund II, LP

8,582,284

5.66%

S2G Builders Food & Agriculture Fund III, LP

11,551,245

7.62%

Builders GRNA Holdings, LLC

127,551

0.08%

Morningside Venture Investments Ltd.

15,919,155

10.50%

MVIL, LLC

1,000,000

0.66%

Fall Line Endurance Fund, LP

11,452,834

7.55%

Kodiak Venture Partners III, L.P

9,573,157

6.31%

Kodiak III Entrepreneurs Fund, L.P.

236,741

0.16%

Continental Grain Company

2,387,044

1.57%

Conti Greenlight Investors, LP

4,102,198

2.70%

MLS Capital Fund II, L.P.

5,818,575

3.84%

Cormorant Global Heathcare Master Fund, LP

4,751,020

3.13%

Cormorant Private Healthcare Fund II, LP

4,437,639

2.93%

Neglected Climate Opportunities, LLC

4,041,280

2.66%

Rivas Ventures LLC

3,515,333

2.32%

Prelude Ventures LC

3,189,151

2.10%

CG Investments Inc. VI

1,552,500

1.02%

Lewis & Clark Plant Sciences Fund I, LP

1,816,746

1.20%

Lewis & Clark Ventures I, LP

557,632

0.37%

Insud Pharma, S.L. (the Reporting Person)

2,551,020

1.68%

Xeraya Cove Ltd.

1,734,277

1.14%

The Board of Trustees of the LeLand Stanford Junior University

1,687,374

1.11%

Alexandria Venture Investments, LLC

1,609,909

1.06%

Boscolo Intervest Limited

1,520,408

1.00%

Macro Continental, Inc.

1,416,895

0.93%

Malacca Jitra PTE Inc.

1,368,301

0.90%

Cummings Foundation, Inc.

1,275,510

0.84%

Grupo Ferrer Internacional, S.A.

1,094,248

0.72%

Sage Hill Investors

1,000,000

0.66%

Serum Institute

1,000,000

0.66%

Tao Invest III LLC

834,817

0.55%

Tao Invest V

1,836,847

1.21%

Series GreenLight 2, a separate series of BlueIO Growth LLC

569,423

0.38%

Series Greenlight, a separate series of BlueIO Growth LLC

500,890

0.33%

New Stuff LLC

500,000

0.33%

New Stuff Deux LLC

306,112

0.20%

Lupa Investment Holdings, LP

367,369

0.24%

RPB Ventures, LLC

300,000

0.20%

Velocity Financial Group

292,186

0.19%

David Brewster

172,500

0.11%

Rosemary Sagar (BlueIO investor)

208,704

0.14%

Michael Ruettgers Revocable Trust as amended and restated

206,629

0.14%

Furneaux Capital Holdco, LLC

188,134

0.12%

Deval Patrick

172,500

0.11%

Samambaia Investments Limited

159,493

0.11%

Carole S. Furneaux

150,000

0.10%

Alfa Holdings, Inc.

100,000

0.07%

Ricardo Sagrera

93,860

0.06%

Michael Steinberg

91,842

0.06%

Rodrigo Aguilar

85,330

0.06%

Roger Richard

69,888

0.05%

Matthew Walker

63,775

0.04%

Dennis Clarke

25,510

0.02%

Eric Anderson

25,510

0.02%

Karthikeyan Ramachandriya

47,000

0.03%

Marta Ortega-Valle

29,798

0.02%

Himanshu Dhamankar

27,255

0.02%

Sweta Gupta

2,329

0.00%

Jason Gillian

28,732

0.02%

Ifeyinwa Iwuchukwu

14,886

0.01%

Nicholas Skizim

26,965

0.02%

Lorenzo Aulisa

2,697

0.00%

Caitlin Macadino

28,821

0.02%

Riverroad Capital Partners

12,010

0.01%

Anna Senczuk

9,984

0.01%

Steve Naugler

8,157

0.01%

Maria Lurantos

4,015

0.00%

TOTAL

120,521,038

79.46%

Item 6.

Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 7.1

Contribution and Exchange Agreement (incorporated by reference to Exhibit 99.3 to the Schedule 13D/A of Fall Line Endurance Fund, LP, filed with the SEC on May 29, 2023).

Dated:  June 8, 2023

INSUD PHARMA, S.L.

By:

Name:  Ana Mondedeu Insunza

Title:  Associate General Counsel and Secretary

YOBU CAPITAL VENTURES, S.L. (Represented by Mr. Leandro Martin Sigman Gold)

Director of Insud Pharma, S.L.

Spain

NEUROCIENCIA INTEGRATIVA, S.L.

Director of Insud Pharma, S.L.

Spain

TOMOUZO, S.L. (Represented by Mr. Lucas Sigman Gold)

Director and Chairman of the Board of Insud Pharma, S.L.

Spain

KEVILMARE HOLDING, S.L. (Represented by Mr. Ignacio Ponce Gutierrez)

Director, Insud Pharma, S.L.

Spain

Lucas Sigman Gold

CEO of Insud Pharma, S.L.

Spain