Amended Statement of Ownership (sc 13g/a)
May 31 2016 - 4:28PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
EZTD
Inc.
(Name
of Issuer)
Ordinary
Shares
(Title
of Class of Securities)
269334108
(CUSIP
Number)
May
25, 2016
(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(b)
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|
|
|
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☐
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Rule
13d-1(c)
|
|
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☒
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Rule
13d-1(d)
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*
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).
CUSIP
No. 269334108
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13G
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Page
2 of 5 Pages
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1.
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Names of Reporting Persons
Compagnie Financière
St. Exupéry Sicav-Sif
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2
.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See
Instructions)
(a)
☐
(b)
☐
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3
.
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SEC Use Only
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4
.
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Citizenship or Place of Organization
Luxembourg
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole Voting Power
2,108,889
(1)
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6
.
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Shared Voting Power
0
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7
.
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Sole Dispositive Power
2,108,889 (1)
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8
.
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Shared Dispositive Power
0
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9
.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,108,889 (1)
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10
.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
(
See
Instructions)
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11
.
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Percent of Class Represented by Amount in Row (9)
24.4
%
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12.
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Type of Reporting Person (
See
Instructions)
OO
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(1)
Includes (i)
1,200,000 shares of Common Stock held by the Reporting Person, and (ii) 908,889 shares of Common Stock that are issuable upon
the exercise of outstanding warrants held by the Reporting Person, and reflects the reverse stock split that occurred on April
7, 2016.
CUSIP
No 269334108
|
|
13G
|
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Page
3 of 5 Pages
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Item
1(a).
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Name
of Issuer:
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EZTD
Inc.
Item 1(b).
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Address
of Issuer’s Principal Executive Offices:
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6
Yehezkel Koifman Street, Tel-Aviv
68012,
Israel
Item
2(a).
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Name
of Person Filing:
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This
Statement is filed on behalf of Compagnie Financière St Exupéry Sicav-Sif (formerly known as Compagnie
Financière St Exupéry S.A.) (the “Reporting Person”).
Item 2(b).
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Address
of Principal Offices or, if None, Residence:
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The
address of the Reporting Person is:
42 Rue de la Vallée
L-2661, Luxembourg
Compagnie Financière St. Exupéry Sicav-Sif
is a Luxembourg onshore investment fund.
Item
2(d).
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Title
of Class of Securities:
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Ordinary
Shares
269334108
Item
3.
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If
the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:
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Not
applicable.
(a)
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☐
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under Section
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3(c)(14)
of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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☐
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A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of
institution: __________________________________________________________________________
CUSIP
No 269334108
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13G
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Page
4 of 5 Pages
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(a)
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Amount beneficially owned: 2,108,889 (consisting of:
(i) 1,200,000 shares of Common Stock held by the Reporting Person, and (ii) 908,889 shares of Common Stock that are issuable upon
the exercise of outstanding warrants held by the Reporting Person, and reflecting the reverse stock split that occurred on April
7, 2016.)
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(b)
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Percent of class:
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24.4%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 2,108,889
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(ii)
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Shared power to vote or direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 2,108,889
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ☐.
Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
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Not
applicable.
Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
CUSIP
No 269334108
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13G
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Page
5 of 5 Pages
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SIGNATURES
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.
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May
31, 2016
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(Date)
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COMPAGNIE
FINANCIÈRE ST EXUPÉRY SICAV-SIF
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/s/ Bertrand MICHAUD
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Name:
Bertrand MICHAUD
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Title:
Director
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/s/ Karl
Heinz DICK
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Name: Karl
Heinz DICK
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Title:
Director
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(Signature)
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Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (s
ee
18 U.S.C. 1001).
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