Statement of Ownership (sc 13g)
February 14 2018 - 6:28PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Under
the Securities Exchange Act of 1934
Foresight
Autonomous Holdings Ltd.
(Name
of Issuer)
Ordinary
Shares
(Title
of Class of Securities)
345523104
(CUSIP
Number)
December
31, 2017
(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)
|
|
|
|
|
☐
|
Rule
13d-1(c)
|
|
|
|
|
☒
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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. 345523104
|
13G
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Page
2 of 8 Pages
|
1.
|
Names
of Reporting Persons
Haim
Siboni
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(
See
Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
666,666
1
|
6.
|
Shared
Voting Power
35,884,116
2
|
7.
|
Sole
Dispositive Power
666,666
1
|
8.
|
Shared
Dispositive Power
35,884,116
2
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
36,550,782
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(
See
Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
33.2%
|
12.
|
Type
of Reporting Person (
See
Instructions)
IN
|
1
|
Consists of options to purchase 666,666 Ordinary Shares
exercisable within 60 days of December 31, 2017, owned by Haim Siboni, the chief executive officer of Magna – B.S.P. Ltd.
|
2
|
Consists of 35,884,116 Ordinary Shares owned by Magna
– B.S.P. Ltd. Haim Siboni is the chief executive officer of Magna – B.S.P. Ltd.
|
CUSIP
No. 345523104
|
13G
|
Page
3 of 8 Pages
|
1.
|
Names
of Reporting Persons
Magna
– B.S.P. Ltd.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(
See
Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
35,884,116
1
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
35,884,116
1
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
35,884,116
1
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(
See
Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
32.6%
|
12.
|
Type
of Reporting Person (
See
Instructions)
CO
|
1
|
Consists of 35,884,116 Ordinary Shares owned by Magna
– B.S.P. Ltd.
|
CUSIP
No. 345523104
|
13G
|
Page
4 of 8 Pages
|
Item
1(a).
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Name
of Issuer:
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Foresight
Autonomous Holdings Ltd.
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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3
Golda Meir
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Ness
Ziona 741001 Israel
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Item
2(a).
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Name
of Person Filing:
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This
Statement is filed on behalf of Haim Siboni and Magna – B.S.P. Ltd. (the “Reporting Persons”).
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Item
2(b).
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Address
of Principal Offices or, if None, Residence:
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|
|
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The
address of the Reporting Persons is:
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Rotem
Industrial Park D.N. Arava,
|
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Arava,
86800 Israel
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|
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Item
2(c).
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Citizenship:
|
|
|
|
Haim
Siboni is a citizen of the State of Israel.
Magna
– B.S.P. Ltd. is incorporated in the State of Israel.
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Item
2(d).
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Title
of Class of Securities:
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Ordinary
Shares
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Item
2(e).
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CUSIP
Number:
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345523104
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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.
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(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 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. 345523104
|
13G
|
Page
5 of 8 Pages
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(a)
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Amount
beneficially owned:
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|
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36,550,782
1
shares
|
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(b)
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Percent
of class:
|
|
|
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33.2%
|
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(c)
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Number
of shares as to which such persons have:
|
|
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(i)
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Sole
power to vote or direct the vote:
Haim
Siboni has sole power to vote or to direct the vote of the Ordinary Shares underlying options to purchase 666,666 Ordinary
Shares exercisable within 60 days of December 31, 2017.
|
|
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(ii)
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Shared
power to vote or direct the vote: 35,884,116
1
|
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(iii)
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Sole
power to dispose or to direct the disposition of:
Haim
Siboni has sole power to dispose or to direct the disposition of options to purchase 666,666 Ordinary Shares exercisable
within 60 days of December 31, 2017.
|
|
|
(iv)
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Shared
power to dispose or to direct the disposition of: 35,884,116
1
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
|
|
|
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 ☐.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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|
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Not
applicable.
|
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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.
|
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Item
8.
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Identification
and Classification of Members of the Group.
|
|
|
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Not
applicable.
|
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Item
9.
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Notice
of Dissolution of Group.
|
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|
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Not
applicable.
|
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Item
10.
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Certification.
|
|
|
|
Not
applicable.
|
1
|
Consists of 35,884,116 Ordinary Shares owned by Magna
– B.S.P. Ltd., and options to purchase 666,666 Ordinary Shares exercisable within 60 days of December 31, 2017, owned by
Haim Siboni, the chief executive officer of Magna – B.S.P. Ltd.
|
CUSIP
No. 345523104
|
13G
|
Page
6 of 8 Pages
|
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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February
14, 2018
(Date)
|
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|
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/s/
Haim Siboni
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(Signature)
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Magna
– B.S.P. Ltd.
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By:
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/s/
Haim Siboni
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Name:
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Haim
Siboni
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Title:
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Chief
Executive Officer
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Attention.
Intentional
misstatements or omissions of fact constitute Federal criminal violations (s
ee
18 U.S.C. 1001).
CUSIP
No. 345523104
|
13G
|
Page
7 of 8 Pages
|
EXHIBIT
INDEX
CUSIP
No. 345523104
|
13G
|
Page
8 of 8 Pages
|
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Schedule 13G with respect to the Ordinary Shares of no par value, of Foresight Autonomous Holdings
Ltd., dated as of February 14, 2018, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended.
|
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February
14, 2018
(Date)
|
|
|
|
|
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Magna
– B.S.P. Ltd.
|
|
|
|
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By:
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/s/
Haim Siboni
|
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Name:
|
Haim
Siboni
|
|
Title:
|
Chief
Executive Officer
|
|
|
|
|
|
/s/
Haim Siboni
|
|
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(Signature)
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