The information required
on 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
).
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1
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NAME OF REPORTING PERSON
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|
Brosh Capital Partners, L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
(b) ☐
|
|
|
|
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3
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SEC USE ONLY
|
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|
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|
4
|
|
SOURCE OF FUNDS
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WC
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
|
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7
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|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
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OWNED BY
|
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8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,411,175*
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PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
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- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
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|
2,411,175*
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|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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|
|
2,411,175*
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|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.0%
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14
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TYPE OF REPORTING PERSON
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PN
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|
*Includes 250,000 Shares obtained pursuant to a private agreement
entitling certain of the Reporting Persons to borrow, on a revolving basis, shares of the Issuer. In accordance with the agreement,
certain of the Reporting Persons borrowed 400,000 shares on October 18, 2017, and thereafter returned 150,000 shares on November
2, 2017.
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1
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NAME OF REPORTING PERSON
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Exodus Management Israel Ltd.
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS
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OO
|
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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|
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6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Israel
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
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8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,566,894*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,566,894*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,566,894*
|
|
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12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
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6.4%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
|
|
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|
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|
CO
|
|
*Includes 250,000 Shares obtained pursuant to a private agreement
entitling certain of the Reporting Persons to borrow, on a revolving basis, shares of the Issuer. In accordance with the agreement,
certain of the Reporting Persons borrowed 400,000 shares on October 18, 2017, and thereafter returned 150,000 shares on November
2, 2017.
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1
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NAME OF REPORTING PERSON
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Amir Efrati
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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OO
|
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
|
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NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
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BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
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REPORTING
|
|
|
|
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3,094,721*
|
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PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
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|
|
|
|
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- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,094,721*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
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|
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|
3,094,721*
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|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
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|
|
IN
|
|
*Includes 250,000 Shares obtained pursuant to a private agreement
entitling certain of the Reporting Persons to borrow, on a revolving basis, shares of the Issuer. In accordance with the agreement,
certain of the Reporting Persons borrowed 400,000 shares on October 18, 2017, and thereafter returned 150,000 shares on November
2, 2017.
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1
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NAME OF REPORTING PERSON
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Aharon Biram
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
|
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SEC USE ONLY
|
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|
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|
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|
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|
4
|
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SOURCE OF FUNDS
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|
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|
|
PF
|
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
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|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
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|
|
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|
|
Israel
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
233,653
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
233,653
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
233,653
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Esther Deutsch
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Israel
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
294,174
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
294,174
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
294,174
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Brosh and held in the Exodus Managed Account were purchased with working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule
A, which is incorporated herein by reference. The aggregate purchase price of the 2,411,175 Shares owned directly by Brosh is approximately
$11,020,859, excluding brokerage commissions. The aggregate purchase price of the 155,719 Shares held in the Exodus Managed Account
is approximately $791,537, excluding brokerage commissions. The Shares purchased by Mr. Biram were purchased with personal funds,
in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase
price of the 233,653 Shares owned directly by Mr. Biram is approximately $1,147,716, excluding brokerage commissions. The Shares
purchased by Ms. Deutsch were purchased with personal funds, in open market purchases, except as otherwise noted in Schedule A,
which is incorporated herein by reference. The aggregate purchase price of the 294,174 Shares owned directly by Ms. Deutsch is
approximately $1,425,249, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is amended
to add the following:
On November 9, 2017,
Brosh Capital Partners, L.P. and certain of its affiliates (collectively, “Brosh”) entered into an agreement with the
Issuer (the “Letter Agreement”) regarding, among other things, amending the agenda for the Issuer’s 2017 Annual
General Meeting of Shareholders (the “2017 AGM”) with respect to director nominees and board composition. The following
description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
Pursuant to the terms
of the Letter Agreement, the Issuer will amend the agenda for the 2017 AGM to among other things (i) fix the size of the Board
of Directors of the Issuer (the “Board”) at ten (10) members; (ii) add Mr. Asaf Frumerman, as a nominee for the election
to the Board by the shareholders at the 2017 AGM; and (iii) add two (2) industry experts to be specified in the 2017 AGM revised
agenda.
Additionally, pursuant
to the Letter Agreement, for as long as Mr. Frumerman (or his substitute) serves on the Board, Brosh is prohibited from taking
specified actions with respect to the Issuer and its securities, including, among others: (i) making or in any way participating
in any solicitation of proxies to vote, or seeking to advise, encourage or influence any person with respect to the voting of,
any of the Issuer’s securities; or (ii) subjecting any Shares of the Issuer to any arrangement or agreement with respect
to the voting thereof, other than as set forth in the Letter Agreement; or (iii) seeking, alone or in concert with others, representation
on the Board, except as provided for in the Letter Agreement.
Brosh also agreed
to withdraw its letter sent to the Issuer on November 2, 2017.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Items 5(a) - 5(c)
are hereby amended and restated to read as follows
The aggregate percentage
of Shares reported owned by each person named herein is based upon 40,328,742 Shares outstanding as of October 20, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Notice of 2017 Annual General Meeting of Shareholders
filed with the Securities and Exchange Commission on October 26, 2017.
|
(a)
|
As of the close of business on November 13, 2017, Brosh beneficially owned 2,411,175 Shares.
|
Percentage: Approximately 6.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,411,175
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,411,175
|
|
(c)
|
The transactions in the Shares by Brosh since the filing of the Amendment No.1 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As the general partner of Brosh, Exodus GP may be deemed the beneficial owner of the (i) 2,411,175
Shares directly owned by Brosh and (ii) 155,719 Shares held in the Exodus Managed Account.
|
Percentage: Approximately 6.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,566,894
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,566,894
|
|
(c)
|
Exodus GP has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares by Exodus and through the Exodus Managed Account since the filing of the Amendment No.1 to
the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Mr. Efrati as the portfolio manager of each of Brosh and Exodus GP and because of certain Power
of Attorney Agreements between him and each of Mr. Biram and Ms. Deutsch, may be deemed the beneficial owner of the (i) 2,411,175
Shares owned by Brosh, (ii) 155,719 Shares held in the Exodus Managed Account, (iii) 233,653 Shares owned by Mr. Biram and (iv)
294,174 Shares owned by Ms. Deutsch.
|
Percentage: Approximately 7.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,094,721
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,094,721
|
|
(c)
|
Mr. Efrati has not entered into any transactions since the filing of the Schedule 13D. The transactions
in the Shares by Brosh, Mr. Biram and Ms. Deutsch and through the Exodus Managed since the filing of the Amendment No.1 to the
Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D. Mr.
Biram
|
(a)
|
As of the close of business on November 13, 2017, Mr. Biram beneficially owned 233,653 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 233,653
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 233,653
|
|
(c)
|
The transactions in the Shares by Mr. Biram since the filing of the Amendment No.1 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
E. Ms.
Deutsch
|
(a)
|
As of the close of business on November 13, 2017, Ms. Deutsch beneficially owned 294,174 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 294,174
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 294,174
|
|
(c)
|
The transactions in the Shares by Ms. Deutsch since the filing of the Amendment No.1 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person,
except to the extent of their pecuniary interest therein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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Item 6 is hereby amended
to add the following:
On November 9, 2017,
Brosh and the Issuer entered into the Letter Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
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Item 7.
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Material to be Filed as Exhibits
.
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Item 7 is hereby amended to add
the following exhibit:
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99.1
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Letter Agreement, dated November 9, 2017
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SIGNATURES
After reasonable inquiry and to the best
of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 13, 2017
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BROSH CAPITAL PARTNERS, L.P.
|
|
|
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By:
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Exodus Management Israel Ltd.
|
|
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Its General Partner
|
|
|
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By:
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/s/ Amir Efrati
|
|
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Name:
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Amir Efrati
|
|
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Title:
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Authorized Signatory
|
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EXODUS MANAGEMENT ISRAEL LTD.
|
|
|
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By:
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/s/ Amir Efrati
|
|
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Name:
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Amir Efrati
|
|
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Title:
|
Authorized Signatory
|
|
/s/ Amir Efrati
|
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Amir Efrati
Individually, and as attorney-in-fact for Aharon Biram and Esther
Deutsch
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SCHEDULE A
Transactions
in the Shares Since the Filing of the Schedule 13D
Nature of Transaction
|
Date of Purchase/Sale [mm/dd/yyyy]
|
Securities Purchased/(Sold)
|
Price [U.S. $]
|
BROSH CAPITAL
PARTNERS L.P.
Purchase of Ordinary Shares
|
11/13/2017
|
27,052
|
4.6472
|
Purchase of Ordinary Shares
|
11/13/2017
|
100,000
|
4.6500
|
EXODUS MANAGEMENT
ISRAEL LTD. (THROUGH THE EXODUS MANAGED ACCOUNT)
Purchase of Ordinary Shares
|
11/12/2017
|
8,874
|
4.5367
|
Purchase of Ordinary Shares
|
11/12/2017
|
495
|
4.5339
|
AHARON BIRAM
Purchase of Ordinary Shares
|
11/12/2017
|
220
|
4.5735
|
Purchase of Ordinary Shares
|
11/12/2017
|
1,022
|
4.5735
|
Purchase of Ordinary Shares
|
11/12/2017
|
6,246
|
4.5367
|
ESTHER DEUTSCH
Purchase of Ordinary Shares
|
11/12/2017
|
8
|
4.5735
|
Purchase of Ordinary Shares
|
11/12/2017
|
2,400
|
4.5735
|
Purchase of Ordinary Shares
|
11/12/2017
|
22
|
4.5339
|
Purchase of Ordinary Shares
|
11/12/2017
|
6,224
|
4.5367
|