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.
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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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NAMES OF
REPORTING PERSONS
Avi S. Katz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(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 (SEE INSTRUCTIONS)
PF, SC(1)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States and Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
2,531,525 (2)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
2,531,525 (2)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,531,525 (2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
10.5%(2)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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CUSIP No. 37517Y103
This Amendment No. 5 to Schedule 13D is being filed by Dr. Avi S. Katz, the Founder, Chief Executive Officer and Chairman of the Board of the
Issuer, in his individual capacity. The Schedule 13D filed on August 19, 2011 (the “Schedule 13D”), as previously amended by Amendment No. 1 filed on January 5, 2012 (“Amendment No. 1”), Amendment No. 2
filed on March 29, 2012 (“Amendment No. 2”), Amendment No. 3 filed on August 14, 2012 (“Amendment No. 3”) and Amendment No. 4 filed on January 29, 2013 (“Amendment No. 4” and
collectively with Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Prior Amendments”), is hereby further amended and supplemented as set forth in this Amendment No. 5.
Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein,
capitalized terms used but not defined in this Amendment No. 5 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D or the Prior Amendments, as applicable.
ITEM 3. Source and Amount of Funds or Other Consideration.
As the Founder, Chief Executive Officer and Chairman of the Board of the Issuer, the Issuer has issued Dr. Katz options, restricted stock units
(“RSUs”), and warrants, as reported in Item 5 below, as part of his equity compensation, and as previously reported in the Schedule 13D. Dr. Katz has also acquired shares in the open market.
ITEM 4. Purpose of Transaction.
As the Founder,
Chief Executive Officer and Chairman of the Board, the Issuer has issued options, RSUs and warrants to Dr. Katz. The options and RSUs are vesting pursuant to the terms of such prior grants. The warrants expired unexercised as of July 1,
2013.
As previously disclosed in the Current Report on Form 8-K of the Issuer as filed on August 5, 2013, and the Form 4 filed by Dr. Katz on
August 5, 2013, on August 1, 2013 Dr. Katz was awarded 354,832 RSUs which vest in seven quarterly installments beginning on November 1, 2013 and ending on May 1, 2015, and 128,800 RSUs which vest as follows: twenty-five
percent (25%) vest on May 1, 2014, with the remaining seventy-five percent (75%) vesting in twelve quarterly installments thereafter, beginning August 1, 2014 and ending on May 1, 2017. The Issuer will withhold Common Shares
subject to the RSUs at the time of vesting for the purpose of satisfying any tax withholding obligations which arise in connection with such vesting.
As
a result of the scheduled vesting of the first installment of 50,691 RSUs on November 1, 2013 and the continued vesting of the options previously granted, Dr. Katz has increased his beneficial ownership of Common Shares by an additional 1%
over the amount previously reported in the Schedule 13D, necessitating the filing of this Amendment No. 5. Dr. Katz will continue to vest in his options which will necessitate additional amendments to the Schedule 13D. In addition, it is
currently expected that consistent with the terms of the Employment Agreement between Dr. Katz and the Issuer and past practice, that there may be future issuances of options and/or RSUs to Dr. Katz. It is also currently expected that
other employees, consultants and directors of the Issuer may in the future be issued options and/or RSUs by the Issuer (as well as continue to vest into existing options and RSUs), and as Chief Executive Officer and Chairman of the Board,
Dr. Katz will evaluate any such issuances.
As previously disclosed in the Schedule 13D, Dr. Katz has also previously purchased Common Shares in
the open market for investment purposes, and such purchases have been made in the ordinary course of business and in connection with his employment with the Issuer. Dr. Katz reserves the right to purchase additional Common Shares or to dispose
of Common Shares in the open market, in privately negotiated transactions or in any other lawful manner in the future.
CUSIP No. 37517Y103
It is the current intent of the Issuer to continue to grow through strategic acquisitions, and as Chief Executive Officer and Chairman of the Board,
Dr. Katz reviews and evaluates potential transactions and the consideration used, including Common Shares.
Except as described above, Dr. Katz
presently has no plans or proposals which relate to or would result in any action enumerated in subparagraphs (a) through (j) of the instructions for Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
(a),
(b) Dr. Katz holds directly 91,938 Common Shares of the Issuer, 50,691 restricted stock units that are scheduled to vest within the next 60 days, resulting in the issuance of Common Shares at that time, and 2,388,896 options that are
vested and exercisable or exercisable within the next 60 days. As a result, Dr. Katz may be deemed to be the beneficial owner with sole voting and dispositive power of 2,531,525 shares in the aggregate of Common Stock, or 10.5% of the class of
securities. However, the Issuer will withhold Common Shares subject to the restricted stock units at the time of vesting for the purpose of satisfying any tax withholding obligations which arise in connection with such vesting.
The calculation of percentage ownership is based on 21,674,855 shares of Common Stock outstanding as of October 9, 2013, plus 2,388,896 shares of Common
Stock that would be issued upon the exercise of the options, plus the vesting of the 50,691 restricted stock units (not including any withholding of Common Shares for the purpose of satisfying any tax withholding obligations).
(c), (d) and (e): Not applicable.
ITEM 6.
Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer.
No contracts, arrangements, understandings, or
relationships (legal or otherwise) exist between Dr. Katz and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
SIGNATURE
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.
Dated: October 21, 2013
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/s/ Avi S. Katz
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Name: Avi S. Katz
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