Conduit Pharmaceuticals Form 4 Change in insider ownership

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).

1. Name and Address of Reporting Person^*

Nirland Ltd

(Last)

(First)

(Middle)

THE OLD STABLES,

RUE A L'OR

(Street)

ST PETER PORT

GY1 1QG

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONDUIT PHARMACEUTICALS INC. [ CDT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2024

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	10/03/2024		S		1,500,000	D	$0.1043	8,400,000	D⁽¹⁾
Common Stock, par value $0.0001 per share	10/04/2024		S		1,368,991	D	$0.1026	7,031,009	D⁽¹⁾
Common Stock, par value $0.0001 per share	10/07/2024		S		939,009	D	$0.1028	6,092,000	D⁽¹⁾

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)

1. Name and Address of Reporting Person^*

Nirland Ltd

(Last)

(First)

(Middle)

THE OLD STABLES,

RUE A L'OR

(Street)

ST PETER PORT

GY1 1QG

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Stockton Ltd

(Last)

(First)

(Middle)

THE OLD STABLES,

RUE A L'OR

(Street)

ST PETER PORT

GY1 1QG

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Rowland Master Trust

(Last)

(First)

(Middle)

THE OLD STABLES,

RUE A L'OR

(Street)

ST PETER PORT

GY1 1QG

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Dovet Ltd

(Last)

(First)

(Middle)

THE OLD STABLES,

RUE A L'OR

(Street)

ST PETER PORT

GY1 1QG

(City)

(State)

(Zip)

Explanation of Responses:

1. Nirland Limited, a company registered in Guernsey with company number 58804 of The Old Stables Rue a L'Or, St Peter Port, GUERNSEY GY1 1QG ("Nirland Limited") is wholly owned by Stockton Limited, a company registered in Guernsey ("Stockton Limited"), which is wholly owned by The Rowland Master Trust, a Guernsey trust ("The Rowland Master Trust"). Dovet Limited, a company registered in Guernsey ("Dovet Limited"), is the sole trustee of The Rowland Master Trust. By virtue of these relationships, each of Stockton Limited, The Rowland Master Trust and Dovet Limited may be deemed to share beneficial ownership of the securities held of record by Nirland Limited.

	Nirland Limited, By: /s/ David Rowland, Director	10/07/2024
	Stockton Limited, By: /s/ David Rowland, Director	10/07/2024
	The Rowland Master Trust, By: Dovet Limited, its trustee, By: /s/ Barclay Rowland, Director	10/07/2024
	Dovet Limited, By: /s/ Barclay Rowland, Director	10/07/2024
	** 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.

Conduit Pharmaceuticals (CDT) Form 4Change in insider ownership