Statement of Ownership (sc 13g)
September 28 2016 - 5:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMIRA NATURE FOODS
LTD
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G0335L 102
(CUSIP Number)
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
September 12,
2016
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which his Schedule is filed:
* 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).
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KARAN A. CHANANA
|
|
2.
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a)
¨
(b)
¨
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3.
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SEC USE ONLY
|
|
4.
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CITIZENSHIP OR PLACE
OF ORGANIZATION
UNITED ARAB EMIRATES
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE VOTING POWER
|
28,747,283
(1)
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6. SHARED VOTING POWER
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0
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7. SOLE DISPOSITIVE POWER
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28,747,283
(1)
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8. SHARED DISPOSITIVE POWER
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0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
28,747,283
(1)
|
10.
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(1) & (2)
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76.53%
|
12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
|
|
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(1)
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The amount reflected includes: (i) 19,660,000 Ordinary Shares issued on October 15, 2012 in
exchange for his shares of Amira Pure Foods Private Limited (“Amira India”) in conjunction with the
Issuer’s Initial Public Offering (ii) 7,005,434 Ordinary Shares issuable pursuant to an exchange agreement under which
Mr. Karan A. Chanana, the Issuer’s Chief Executive Officer and Chairman of the Board of Directors has the
right, subject to the terms of the exchange agreement, to exchange all or a portion of his equity shares in Amira India for
Ordinary Shares of the Issuer and assumes the completion of Mr. Chanana’s purchase of 1,500,000 equity shares of Amira
India, (iii) 360,257, 361,278, 367,749 and 375,899 vested Ordinary Shares underlying an option to purchase Ordinary Shares
granted to Mr. Chanana in 2013, 2014 2015 and 2016, respectively, pursuant to the Issuer’s 2012 Omnibus Securities and
Incentive Plan (“OSI”), (iv) 100,000 shares granted on October 17, 2014 pursuant to the OSI, (v) 100,000 shares
granted on March 31, 2016, and (vi) 416,666 Ordinary Shares granted to Mr. Chanana on September 12, 2016 in satisfaction of
$3,000,000 of interest free loans provided to the Issuer by Mr. Chanana at the per share price of $7.20 representing the
closing market price of the Issuer’s Ordinary Shares on September 9, 2016, as reported by the New York Stock
Exchange.
|
|
(2)
|
Based on 37,562,607of the Issuer’s Ordinary Shares
issued and outstanding as of September 27, 2016. The percentage reflected includes: (i) 19,660,000 Ordinary Shares issued on October
15, 2012 in exchange for his shares of Amira India in conjunction with the Issuer’s Initial Public Offering (ii) 7,005,434
Ordinary Shares issuable pursuant to an exchange agreement under which Mr. Karan A. Chanana, the Issuer’s Chief Executive
Officer and Chairman of the Board of Directors has the right, subject to the terms of the exchange agreement, to exchange all
or a portion of his equity shares in Amira India for Ordinary Shares of the Issuer and assumes the completion of Mr. Chanana’s
purchase of 1,500,000 equity shares of Amira India, (iii) 360,257, 361,278, 367,749 and 375,899 vested Ordinary Shares underlying
an option to purchase Ordinary Shares granted to Mr. Chanana in 2013, 2014 2015 and 2016, respectively, pursuant to the Issuer’s
2012 Omnibus Securities and Incentive Plan (“OSI”), (iv) 100,000 shares granted on October 17, 2014 pursuant to the
OSI, (v) 100,000 shares granted on March 31, 2016, and (vi) 416,666 Ordinary Shares granted to Mr. Chanana on September 12, 2016
in satisfaction of $3,000,000 of interest free loans provided to the Issuer by Mr. Chanana at the per share price of $7.20 representing
the closing market price of the Issuer’s Ordinary Shares on September 9, 2016, as reported by the New York Stock Exchange.
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Item 1.
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(a)
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Name of Issuer
: (the “Issuer”).
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Amira Nature Foods Ltd
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(b)
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Address of Issuer’s Principal Executive Offices
:
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29E, A.U. Tower Jumeirah Lake Towers, Dubai,
United Arab Emirates.
Item 2.
(a), (b) and (c):
Name of Persons
Filing, Address of Principal Business Office and Citizenship
:
This statement is filed on behalf of Karan
A. Chanana (the “Reporting Person”). The Reporting Person, a citizen of the United Arab Emirates, is Chairman and Chief
Executive Officer of the Issuer and has a business address of 29E, A.U. Tower Jumeirah Lake Towers, Dubai, United Arab Emirates.
|
(d)
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Title of Class of Securities
: Ordinary Shares,
par value $0.001 per share.
|
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(e)
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CUSIP Number
: G0335L 102
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Item 3.
Not Applicable.
Item 4. Ownership
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(a)
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Amount beneficially owned
:
28,747,283
(the “Shares”)
|
|
(b)
|
Percentage of Class
.
76.29%
. The percentage
is calculated based on 37,562,607 Ordinary Shares issued and outstanding as of September 27, 2016. The amount reflected includes:
(i) 19,660,000 Ordinary Shares issued on October 15, 2012 in exchange for his shares of Amira India (ii) 7,005,434 Ordinary Shares
issuable pursuant to an exchange agreement under which Mr. Karan A. Chanana, the Issuer’s Chief Executive Officer and Chairman
of the Board of Directors has the right, subject to the terms of the exchange agreement, to exchange all or a portion of his equity
shares in Amira India for Ordinary Shares of the Issuer and assumes the completion of Mr. Chanana’s purchase of 1,500,000
equity shares of Amira India, (iii) 360,257, 361,278, 367,749 and 375,899 vested Ordinary Shares underlying an option to purchase
Ordinary Shares granted to Mr. Chanana in 2013, 2014 2015 and 2016, respectively, pursuant to the Issuer’s 2012 Omnibus
Securities and Incentive Plan (“OSI”), (iv) 100,000 shares granted on October 17, 2014 pursuant to the OSI, (v) 100,000
shares granted on March 31, 2016, and (vi) 416,666 Ordinary Shares granted to Mr. Chanana on September 12, 2016 in satisfaction
of $3,000,000 of interest free loans provided to the Issuer by Mr. Chanana at the per share price of $7.20 representing the closing
market price of the Issuer’s Ordinary Shares on September 9, 2016, as reported by the New York Stock Exchange.
|
|
(b)
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Number of shares to which the Reporting Persons,
as a group, have
:
|
|
(i)
|
Sole power to vote or direct the vote:
28,747,283
(1)
|
|
(ii)
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Shared power to vote or direct the vote: 0
|
|
(iii)
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Sole power to dispose or direct the disposition of:
28,747,283
(1)
|
|
(iv)
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Shared power to dispose or direct the disposition of:
0
|
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 the Group.
Not Applicable.
Item 9. Notice of Dissolution
of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
Notes
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(1)
|
The percentage is calculated based on 37,562,607Ordinary
Shares issued and outstanding as of September 27, 2016. The amount reflected includes: (i) 19,660,000 Ordinary Shares issued on
October 15, 2012 in exchange for his shares of Amira India in conjunction with the Company’s Initial Public Offering (ii)
7,005,434 Ordinary Shares issuable pursuant to an exchange agreement under which Mr. Karan A. Chanana, the Issuer’s Chief
Executive Officer and Chairman of the Board of Directors has the right, subject to the terms of the exchange agreement, to exchange
all or a portion of his equity shares in Amira India for Ordinary Shares of the Issuer and assumes the completion of Mr. Chanana’s
purchase of 1,500,000 equity shares of Amira India, (iii) 360,257, 361,278 , 367,749 and 375,899 vested Ordinary Shares underlying
an option to purchase Ordinary Shares granted to Mr. Chanana in 2013, 2014 2015 and 2016, respectively, pursuant to the Issuer’s
2012 Omnibus Securities and Incentive Plan (“OSI”), (iv) 100,000 shares granted on October 17, 2014 pursuant to the
OSI, (v) 100,000 shares granted on March 31, 2016, and (vi) 416,666 Ordinary Shares issued to Mr. Chanana on September 12, 2016
in satisfaction of $3,000,000 of interest free loans provided to the Issuer by Mr. Chanana at the per share price of $7.20 representing
the closing market price of the Issuer’s Ordinary Shares on September 9, 2016, as reported by the New York Stock Exchange.
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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.
Date: September 28, 2016
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/s/
Karan A. Chanana
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Name: Karan A. Chanana
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