Amended Statement of Beneficial Ownership (sc 13d/a)
November 22 2017 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)
1
MAGICJACK VOCALTEC LTD.
(Name
of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
M678E101
(CUSIP Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive
,
Suite
309
Coral Springs
,
FL 33076
(631)
863-3100
ANDREW M. FREEDMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 17, 2017
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
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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KANEN WEALTH MANAGEMENT, LLC
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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; AF
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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
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CITIZENSHIP OR PLACE OF ORGANIZATION
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FLORIDA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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640,495*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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640,495*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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640,495*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.0%*
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14
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TYPE OF REPORTING PERSON
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IA
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* Includes 62,000 call options, which were exercised and held by the Philotimo
Fund LLC, of which Kanen Wealth Management, LLC is the general partner. These call options were exercised on 3/20/2017.
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1
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NAME OF REPORTING PERSON
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DAVID KANEN
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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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PF
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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
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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118,405**
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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640,495*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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118,405**
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10
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SHARED DISPOSITIVE POWER
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640,495*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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758,900+
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.7%
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14
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TYPE OF REPORTING PERSON
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IN
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* Includes 80,000 call options, which were exercised and held
by Mr. Kanen. These options were exercised on 3/17/2017.
** Includes 62,000 call options, which were exercised and held by
the Philotimo Fund LLC, of which Kanen Wealth Management, LLC is the general partner. These call options were exercised on 3/20/2017.
+ Includes 80,000 call options, which were exercised and held by Mr. Kanen and 62,000 call options,
which were exercised and held by the Philotimo Fund LLC, of which Kanen Wealth Management, LLC is the general partner.
The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
.
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Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Kanen Wealth Management, LLC and Mr. Kanen 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, as set forth
in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 640,495 Shares beneficially owned
by Kanen Wealth Management, LLC is approximately $4,499,865, including brokerage commissions. The aggregate purchase price of
the 118,405 Shares beneficially owned by Mr. Kanen is approximately $774,186, including brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended
and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 16,115,383 Shares outstanding, as of October 31, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-Q filed with the Securities
and Exchange Commission on November 9, 2017.
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A.
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Kanen Wealth Management, LLC
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(a)
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As of the close of business on November 21, 2017, Kanen Wealth Management, LLC beneficially owned
640,495 Shares.
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Percentage: 4.0%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 640,495
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 640,495
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(c)
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The transactions in the Shares by Kanen Wealth Management, LLC during the past sixty days are set
forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on November 21, 2017, Mr. Kanen directly beneficially owned 118,405
Shares. Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may be deemed the beneficial owner of the 640,495 Shares
owned by Kanen Wealth Management, LLC.
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Percentage: 4.7%
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(b)
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1. Sole power to vote or direct vote: 118,405
2. Shared power to vote or direct vote: 640,495
3. Sole power to dispose or direct the disposition:
118,405
4. Shared power to dispose or direct the disposition: 640,495
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(c)
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The transactions in the Shares by Mr. Kanen and Kanen Wealth Management, LLC during the past sixty
days are set forth in Schedule A and are incorporated herein by reference.
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Kanen Wealth Management,
LLC, in its role as investment manager to several customer accounts (collectively, the “Accounts”) to which it furnishes
investment advice, and Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may each be deemed to beneficially own
shares of the Issuer's Common Stock held in the Accounts.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: November 21, 2017
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KANEN WEALTH MANAGEMENT, LLC
|
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By:
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/s/ David Kanen
|
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Name:
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David Kanen
|
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Title:
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Managing Member, Kanen Wealth Management LLC
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/s/ David Kanen
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DAVID KANEN
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SCHEDULE A
Transactions in the Shares of the
Issuer During the Past Sixty Days
Nature of the Transaction
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Amount of Shares
Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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KANEN
WEALTH MANAGEMENT, llC
Purchase of Common Stock
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1,500
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7.244
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9/27/2017
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Purchase of Common Stock
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5,000
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7.1421
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9/29/2017
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Purchase of Common Stock
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2,000
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7.149
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10/3/2017
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Purchase of Common Stock
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1,525
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7.1997
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10/5/2017
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Sale of Common Stock
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20,900*
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-
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10/5/2017
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Purchase of Common Stock
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750
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6.7865
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10/10/2017
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Sale of Common Stock
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1655
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6.7645
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10/16/2017
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Sale of Common Stock
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1500*
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-
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10/30/2017
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Sale of Common Stock
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70000
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8.3
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11/14/2017
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Sale of Common Stock
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6100
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8.3
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11/15/2017
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Sale of Common Stock
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30800
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8.3
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11/16/2017
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Sale of Common Stock
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28259
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8.3
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11/17/2017
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Sale of Common Stock
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92866
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8.3
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11/20/2017
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Sale of Common Stock
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85,243
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8.3
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11/21/2017
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DAvid
Kanen
Sale of Common Stock
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(70,000)
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8.30
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11/14/2017
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Sale of Common Stock
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(4,500)
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8.30
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11/17/2017
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Sale of Common Stock
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(4,500)
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8.30
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11/20/2017
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* Reflects an in-kind transfer
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