Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

RESHAPE LIFESCIENCES INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

76090R101

(CUSIP Number)

September 23, 2024

(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)

*	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 the disclosures provided in a prior cover page.

The information required in 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).

(Continued on following page(s))

Page 1 of 5 Pages

CUSIP No.76090R101

13G/A

Page 2 of 5 Pages

1.	NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Yair Schneid
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION USA
5.	SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 37,407 Shares (1)(2)

6.	SHARED VOTING POWER – None

7.	SOLE DISPOSITIVE POWER – 37,407 Shares (1)(2)

8.	SHARED DISPOSITIVE POWER – None

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON –

	37,407 Shares (1)(2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.374%
12.	TYPE OF REPORTING PERSON

	IN

(1)	Based on 29,387,152 (pre-split) shares outstanding as of August 12, 2024 as reported in Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 14, 2024.

(2)	Reporting Person's holdings are based on the Issuer's post-split shares of 1 for 58.

CUSIP No.76090R101

13G/A

Page 3 of 5 Pages

ITEM 1

(a) NAME OF ISSUER: Reshape Lifesciences Inc.

ITEM 1	(b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

	1001 Calle Amanecer, San Clemente, CA 92673

ITEM 2

(a) NAME OF PERSON FILING: Yair Schneid

ITEM 2	(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

	1 Wood Lane, Suffern, NY 10901

ITEM 2

(d) TITLE OF CLASS OF SECURITIES: Common Shares, $0.001 par value per share

ITEM 2

(e) CUSIP NUMBER: 76090R101

ITEM 3

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

ITEM 4	OWNERSHIP

	(a) AMOUNT BENEFICIALLY OWNED: 37,407 Shares (1)(2)

	(b) PERCENT OF CLASS: 8.374%

	(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

	(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

	37,407 Shares (1)(2)

	(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

	0 Shares

	(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

	37,407 Shares (1)(2)

	(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

	0 Shares

CUSIP No.76090R101

13G/A

Page 4 of 5 Pages

ITEM 5

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable

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

Not applicable

ITEM 8

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

Not applicable

ITEM 9

NOTICE OF DISSOLUTION OF GROUP

Not applicable

CUSIP No.76090R101

13G/A

Page 5 of 5 Pages

SIGNATURE

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