SC 13G

0001193125-13-112799.txt : 20130318 0001193125-13-112799.hdr.sgml : 20130318 20130318171425 ACCESSION NUMBER: 0001193125-13-112799 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130318 DATE AS OF CHANGE: 20130318 GROUP MEMBERS: COLONIAL FIRST STATE GROUP LTD GROUP MEMBERS: COLONIAL HOLDING CO LTD GROUP MEMBERS: COMMONWEALTH INSURANCE HOLDINGS LTD GROUP MEMBERS: FIRST STATE INVESTMENT MANAGEMENT (UK) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESMED INC CENTRAL INDEX KEY: 0000943819 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 980152841 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45187 FILM NUMBER: 13698873 BUSINESS ADDRESS: STREET 1: 9001 SPECTRUM CENTER BLVD. CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 8587462400 MAIL ADDRESS: STREET 1: 9001 SPECTRUM CENTER BLVD. CITY: SAN DIEGO STATE: CA ZIP: 92123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH BANK OF AUSTRALIA CENTRAL INDEX KEY: 0000008565 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: GROUND FLOOR, TOWER 1 STREET 2: 201 SUSSEX STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 BUSINESS PHONE: (61-2) 9118 1335 MAIL ADDRESS: STREET 1: GROUND FLOOR, TOWER 1 STREET 2: 201 SUSSEX STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 SC 13G 1 d504685dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

(Amendment No. **)

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, 2009**

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).

This report on Schedule 13G is being filed to reflect holdings which, as a result of an administrative error, were not identified as requiring a filing on Schedule 13G at the time such reports were due. Upon discovering this oversight, the reporting persons promptly took steps to file this Schedule 13G, which reflects information that should have been reported for the years ending December 31, 2009, 2010 and 2011. See Item 4 of the disclosure for additional information. On February 14, 2013, the reporting persons timely filed a Schedule 13G reflecting their holdings as of December 31, 2012.


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 12,350,885 shares*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 12,350,885 shares*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,350,885 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 8.54% (based on 144,679,214 shares outstanding as of December 31, 2011, per Form 10-Q dated February 2, 2012)*
12.	TYPE OF REPORTING PERSON BK/HC

*	As of December 31, 2011. Held in the form of 3,537,173 shares of common stock and 88,137,123 CHESS Depository Interests (“CDIs”), with each CDI representing 0.1 shares of common stock. See Item 4 of the disclosure for information regarding holdings as of December 31, 2010 and December 31, 2009.


CUSIP NO. 761152107				13G				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 12,067,022 shares*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 12,067,022 shares*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,067,022 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 8.34% (based on 144,679,214 shares outstanding as of December 31, 2011, per Form 10-Q dated February 2, 2012)*
12.	TYPE OF REPORTING PERSON HC

*	As of December 31, 2011. Held in the form of 3,537,173 shares of common stock and 85,298,491 CDIs, with each CDI representing 0.1 shares of common stock. See Item 4 of the disclosure for information regarding holdings as of December 31, 2010 and December 31, 2009.


CUSIP NO. 761152107				13G				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 12,067,022 shares*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 12,067,022 shares*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,067,022 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 8.34% (based on 144,679,214 shares outstanding as of December 31, 2011, per Form 10-Q dated February 2, 2012)*
12.	TYPE OF REPORTING PERSON HC

*	As of December 31, 2011. Held in the form of 3,537,173 shares of common stock and 85,298,491 CDIs, with each CDI representing 0.1 shares of common stock. See Item 4 of the disclosure for information regarding holdings as of December 31, 2010 and December 31, 2009.


CUSIP NO. 761152107				13G				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 10,062,437 shares*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 10,062,437 shares*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,062,437 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 6.95% (based on 144,679,214 shares outstanding as of December 31, 2011, per Form 10-Q dated February 2, 2012)*
12.	TYPE OF REPORTING PERSON HC

*	As of December 31, 2011. Held in the form of 3,537,173 shares of common stock and 65,252,643 CDIs, with each CDI representing 0.1 shares of common stock. See Item 4 of the disclosure for information regarding holdings as of December 31, 2010 and December 31, 2009.


CUSIP NO. 761152107				13G				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 7,735,212 shares*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 7,735,212 shares*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,735,212 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 5.35% (based on 144,679,214 shares outstanding as of December 31, 2011, per Form 10-Q dated February 2, 2012)*
12.	TYPE OF REPORTING PERSON IA/FI

*	As of December 31, 2011. Held in the form of 3,537,173 shares of common stock and 41,980,396 CDIs, with each CDI representing 0.1 shares of common stock. See Item 4 of the disclosure for information regarding holdings as of December 31, 2010 and December 31, 2009.


CUSIP NO. 761152107				13G				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


CUSIP NO. 761152107				13G				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:
	(b)	Percent of Class:
	(c)	Number of shares as to which such person has: (i) sole power to vote or to direct the vote of; (ii) shared power to vote or to direct the vote of; (iii) sole power to dispose or to direct the disposition of; and/or (iv) shared power to dispose or to direct the disposition of:

	This report on Schedule 13G is being filed to reflect positions which, as a result of an administrative error, were not identified as requiring a filing on Schedule 13G at the time such reports were due. Upon discovering this oversight, the reporting persons promptly took steps to file this Schedule 13G, which reflects information that should have been included for the years ending December 31, 2009, 2010 and 2011. On February 14, 2013, the reporting persons timely filed a Schedule 13G reflecting their holdings as of December 31, 2012.


CUSIP NO. 761152107				13G				Page 9 of 14


	As of December 31, 2011, (1) Commonwealth Bank of Australia had shared voting and dispositive power over 12,350,885 shares of the issuer’s common stock, representing approximately 8.54% of the class (held in the form of 3,537,173 shares of common stock and 88,137,123 CHESS Depository Interests (“CDIs”), with each CDI representing 0.1 shares of common stock); (2) Colonial Holding Company Limited had shared voting and dispositive power over 12,067,022 shares of the issuer’s common stock, representing approximately 8.34% of the class (held in the form of 3,537,173 shares of common stock and 85,298,491 CDIs, with each CDI representing 0.1 shares of common stock) (3) Commonwealth Insurance Holdings Limited had shared voting and dispositive power over 12,067,022 shares of the issuer’s common stock, representing approximately 8.34% of the class (held in the form of 3,537,173 shares of common stock and 85,298,491 CDIs, with each CDI representing 0.1 shares of common stock); (4) Colonial First State Group Limited had shared voting and dispositive power over 10,062,437 shares of the issuer’s common stock, representing approximately 6.95% of the class (held in the form of 3,537,173 shares of common stock and 65,252,643 CDIs, with each CDI representing 0.1 shares of common stock); and (5) First State Investment Management (UK) Limited had shared voting and dispositive power over 7,735,212 shares of the issuer’s common stock, representing approximately 5.35% of the class (held in the form of 3,537,173 shares of common stock and 41,980,396 CDIs, with each CDI representing 0.1 shares of common stock). (All percentages based on 144,679,214 shares outstanding as of December 31, 2011, per Form 10-Q dated February 2, 2012).

	As of December 31, 2010, (1) Commonwealth Bank of Australia had shared voting and dispositive power over 10,272,769 shares of the issuer’s common stock, representing approximately 6.69% of the class (held in the form of 2,373,973 shares of common stock and 78,987,960 CDIs, with each CDI representing 0.1 shares of common stock); (2) Colonial Holding Company Limited had shared voting and dispositive power over 10,048,338 shares of the issuer’s common stock, representing approximately 6.55% of the class (held in the form of 2,373,973 shares of common stock and 76,743,659 CDIs, with each CDI representing 0.1 shares of common stock); and (3) Commonwealth Insurance Holdings Limited had shared voting and dispositive power over 10,048,338 shares of the issuer’s common stock, representing approximately 6.55% of the class (held in the form of 2,373,973 shares of common stock and 76,743,659 CDIs, with each CDI representing 0.1 shares of common stock). (All percentages based on 153,467,673 shares outstanding as of December 31, 2010, per Form 10-Q dated February 2, 2011).

	As of December 31, 2009, (1) Commonwealth Bank of Australia had shared voting and dispositive power over 4,240,886 shares of the issuer’s common stock, representing approximately 5.64% of the class (held in the form of 1,260,940 shares of common stock and 29,799,469 CDIs, with each CDI representing 0.1 shares of common stock); (2) Colonial Holding Company Limited had shared voting and dispositive power over 4,186,099 shares of the issuer’s common stock, representing approximately 5.57% of the class (held in the form of 1,260,940 shares of common stock and 29,251,591 CDIs, with each CDI representing 0.1 shares of common stock); and (3) Commonwealth Insurance Holdings Limited had shared voting and dispositive power over 4,186,099 shares of the issuer’s common stock, representing approximately 5.57% of the class (held in the form of 1,260,940 shares of common stock and 29,251,591 CDIs, with each CDI representing 0.1 shares of common stock). (All percentages based on 75,204,449 shares outstanding as of December 31, 2009, per Form 10-Q dated February 3, 2010).

Item 5		Ownership of Five Percent or Less of a Class:

			Not Applicable.


CUSIP NO. 761152107				13G				Page 10 of 14


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.

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.


CUSIP NO. 761152107				13G				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 18^th day of March, 2013.


Commonwealth Bank of Australia

By:		/s/ John Damien Hatton
Name:		John Damien Hatton
Title:		Company Secretary

Colonial Holding Company Limited

By:		/s/ John Damien Hatton
Name:		John Damien Hatton
Title:		Director

Commonwealth Insurance Holdings Limited

By:		/s/ John Damien Hatton
Name:		John Damien Hatton
Title:		Director

Colonial First State Group Limited

By:		/s/ John Damien Hatton
Name:		John Damien Hatton
Title:		Director

First State Investment Management (UK) Limited

By:		/s/ Chris Turpin
Name:		Chris Turpin
Title:		Director


CUSIP NO. 761152107				13G				Page 12 of 14

INDEX TO EXHIBITS


Exhibit No.		Exhibit

99.1		Joint Filing Agreement

99.2		Item 7 Information

EX-99.1 2 d504685dex991.htm EX-99.1 EX-99.1


CUSIP NO. 761152107				13G				Page 1 3 of 14

Exhibit 99.1

Joint Filing Agreement

March 18, 2013

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Commonwealth Bank of Australia, Colonial Holding Company Limited, Commonwealth Insurance Holdings Limited, Colonial First State Group Limited, and First State Investment Management (UK) Limited each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.


Commonwealth Bank of Australia

By:		/s/ John Damien Hatton
Name:		John Damien Hatton
Title:		Company Secretary

Colonial Holding Company Limited

By:		/s/ John Damien Hatton
Name:		John Damien Hatton
Title:		Director

Commonwealth Insurance Holdings Limited

By:		/s/ John Damien Hatton
Name:		John Damien Hatton
Title:		Director

Colonial First State Group Limited

By:		/s/ John Damien Hatton
Name:		John Damien Hatton
Title:		Director

First State Investment Management (UK) Limited

By:		/s/ Chris Turpin
Name:		Chris Turpin
Title:		Director

EX-99.2 3 d504685dex992.htm EX-99.2 EX-99.2


CUSIP NO. 761152107				13G				Page 1 4 of 14

Exhibit 99.2

Item 7 Information

The securities being reported on by the reporting persons herein as parent holding companies are owned, or may be deemed to be beneficially owned as follows:


Company		Type of Company.
Commonwealth Bank Officers Superannuation Corporation Pty Limited		IA (AU registered)
CBA Equities Limited		BD (AU registered)
ASB Group Investment Limited		IA (NZ registered)
Colonial First State Asset Management (Australia) Limited		IA (AU registered)
Avanteos Investment Limited		IA (AU registered)
Colonial First State Investments Limited		IA (AU registered)
First State Investment Management (UK) Limited		IA (UK registered)
First State Investments International Limited		IA (UK registered)
First State Investments (Singapore)		IA (SNG registered)