Amended Statement of Ownership (sc 13g/a)
February 15 2019 - 7:52AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
MICT, INC.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
55328R109
(CUSIP
Number)
December 31, 2018
(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)
☐
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 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. 55328R109
|
13G
|
Page
2
of 8
|
1.
|
Names
of Reporting Persons
David
Lucatz
|
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
600,000
shares of Common Stock
|
6.
|
Shared
Voting Power
1,234,200
|
7.
|
Sole
Dispositive Power
600,000
shares of Common Stock
|
8
.
|
Shared
Dispositive Power
1,234,200
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,834,200 shares of Common Stock
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (
See
Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
18.4%
|
12.
|
Type
of Reporting Person (
See
Instructions)
IN
|
CUSIP No. 55328R109
|
13G
|
Page
3
of 8
|
1.
|
Names
of Reporting Persons
D.L.
Capital 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
1,234,200
shares of Common Stock
|
7.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
1,234,200
shares of Common Stock
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,234,200
shares of Common Stock
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (
See
Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
13.21%
|
12.
|
Type
of Reporting Person (
See
Instructions)
CO
|
CUSIP No. 55328R109
|
13G
|
Page
4
of 8
|
Item 1(a).
|
Name of Issuer
|
MICT,
Inc.
Item 1(b).
|
Address of Issuer’s
Principal Executive Offices
|
28
West Grand Avenue, Suite 3, Montvale, New Jersey 07645
Item 2(a).
|
Name of Person
Filing
|
David
Lucatz and D.L. Capital Ltd. (“DLC”) are referred to individually herein as a “Filing Person” and collectively
as the “Filing Persons.” Mr. Lucatz is the controlling shareholder, Chief Executive Officer and Chairman of the Board
of Directors of DLC and may be deemed to have beneficial ownership with respect to all shares held by DLC.
Item 2(b).
|
Address of Principal
Offices or, if None, Residence
|
c/o
MICT, Inc.
28
West Grand Avenue, Suite 3, Montvale, New Jersey 07645
Mr.
Lucatz is a citizen of Israel. DLC is a corporation organized under the laws of the State of Israel.
Item 2(d).
|
Title of Class
of Securities
|
Common
Stock, $0.001 par value per share
55328R109
Item 3.
|
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:
|
(a)
|
☐
|
Broker or dealer registered under section
15 of the Act (15 U.S.C. 78o);
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
|
(d)
|
☐
|
Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
|
(e)
|
☐
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
☐
|
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
☐
|
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);
|
(j)
|
☐
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
(k)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
CUSIP No. 55328R109
|
13G
|
Page
5
of 8
|
1. David Lucatz.
|
(a)
|
Amount
beneficially owned:
|
David Lucatz is deemed to beneficially own 1,834,200 shares of Common
Stock, of which 600,000 are issuable upon the exercise of options.
18.4%, calculated based on the 9,342,115 shares of Common Stock
of the Company outstanding as of November 19, 2018 as reported in the issuer’s Quarterly Report on Form 10-Q filed with the
SEC on November 19, 2018.
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole power to vote or direct the vote:
|
0
|
(ii)
|
Shared power to vote or direct the vote:
|
1,234,200 shares
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
1,234,200 shares
2. D.L. Capital Ltd.
(a)
|
Amount beneficially owned:
|
DLC directly owns 1,234,200 shares of Common Stock.
13.21%, calculated based on the 9,342,115 shares of Common Stock of
the Company outstanding as of November 19, 2018 as reported in the issuer’s Quarterly Report on Form 10-Q filed with the
SEC on November 19, 2018.
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or direct the vote:
|
600,000 shares
|
(ii)
|
Shared power to vote or direct the vote:
|
0
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
600,000 shares
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
0
CUSIP No. 55328R109
|
13G
|
Page
6
of 8
|
Item 5
|
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 has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following
Item 6
|
Ownership of More
Than Five Percent on Behalf of Another Person
|
The
shares of Common Stock beneficially owned by Mr. Lucatz , except for 600,000 shares of Common Stock issuable upon the
exercise of options, are directly held by DLC.
Item 7
|
Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person
|
Not
applicable.
Item 8
|
Identification and
Classification of Members of the Group
|
Not
applicable.
Item 9
|
Notice of Dissolution
of Group
|
Not
applicable.
(a) Not applicable.
(b) Not applicable.
(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred
to above 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.
CUSIP No. 55328R109
|
13G
|
Page
7
of 8
|
After
reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
|
Dated: February 15, 2019
|
|
|
|
/s/ David Lucatz
|
|
David Lucatz
|
|
|
|
D.L. Capital Ltd.
|
|
|
|
/s/ David Lucatz
|
|
David Lucatz
|
|
Chief Executive Officer
|
Attention
.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP No. 55328R109
|
13G
|
Page
8
of 8
|
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