Amended Statement of Ownership (sc 13g/a)
January 28 2019 - 04:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Silicom Ltd.
(Translation of Issuer’s name into English)
(Name of Issuer)
Ordinary Shares, nominal value 0.01 New Israeli Shekels per
Share
(Title of Class of Securities)
M84116108
(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)
[X] 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. M84116108
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Ibex Investors LLC
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a) ☐
|
|
|
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
Colorado, USA
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
391,052
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
391,052
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
391,052
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
5.2%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
_______________________
|
* |
Ownership information above is as of the end of business on January
25, 2019, the business day before the filing date of this Schedule
13G.
|
CUSIP No. M84116108
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Justin B. Borus
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a) ☐
|
|
|
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
USA
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
391,052
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
391,052
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
391,052
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
5.2%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
_______________________
|
* |
Ownership information above is as of the end of business on January
25, 2019, the business day before the filing date of this Schedule
13G.
|
CUSIP No. M84116108
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Ibex Israel Fund LLLP
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a) ☐
|
|
|
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
Delaware, USA
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
391,052
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
391,052
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
391,052
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
5.2%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
_______________________
|
* |
Ownership information above is as of the end of business on January
25, 2019, the business day before the filing date of this Schedule
13G.
|
CUSIP No. M84116108
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Ibex GP LLC
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a) ☐
|
|
|
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
Colorado, USA
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
391,052
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
391,052
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
391,052
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
5.2%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
_______________________
|
* |
Ownership information above is as of the end of business on January
25, 2019, the business day before the filing date of this Schedule
13G.
|
CUSIP No. M84116108
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Ibex Investment Holdings LLC
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a) ☐
|
|
|
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
Delaware, USA
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
391,052
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
391,052
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
391,052
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
5.2%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
_______________________
|
* |
Ownership information above is as of the end of business on January
25, 2019, the business day before the filing date of this Schedule
13G.
|
CUSIP No. M84116108
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Ibex Investment Holdings II LLC
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a) ☐
|
|
|
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
Delaware, USA
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
391,052
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
391,052
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
391,052
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
5.2%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
_______________________
|
* |
Ownership information above is as of the end of business on January
25, 2019, the business day before the filing date of this Schedule
13G.
|
Item 1.
(a) |
The
name of the issuer is Silicom Ltd. (the “
Issuer ”).
|
(b) |
The
principal executive offices of the Issuer are located at 14 Atir
Yeda St., Kfar-Sava 4464323, Israel.
|
Item 2.
(a) |
This
Schedule 13G (this " Statement
" or this " Schedule
13G ") is being filed by: (1) Justin B. Borus; (2) Ibex
Investors LLC, a Colorado limited liability company (the "
Investment
Manager "); (3) Ibex Israel Fund LLLP, a Delaware limited
liability limited partnership (the " Fund
"); (4) Ibex GP LLC, a Colorado limited liability company (the "
General
Partner "); (5) Ibex Investment Holdings LLC, a Delaware
limited liability company (" IM
Holdings "); and (6) Ibex Investment Holdings II LLC, a
Delaware limited liability company (" GP
Holdings ") (all of the foregoing, collectively, the "
Reporting
Persons "). The Fund is a private investment
vehicle. The Fund directly beneficially owns the Ordinary
Shares (as defined below) reported in this Statement. The
Investment Manager is the investment manager of the Fund. IM
Holdings is the sole member of the Investment Manager. The
General Partner is the general partner of the Fund. GP
Holdings is the sole member of the General Partner. Justin B.
Borus is the manager of the Investment Manager, IM Holdings, the
General Partner and GP Holdings. Justin B. Borus, the
Investment Manager, IM Holdings, the General Partner and GP
Holdings may be deemed to beneficially own the Ordinary Shares
directly beneficially owned by the Fund. Each Reporting
Person disclaims beneficial ownership with respect to any shares
other than the shares directly beneficially owned by such Reporting
Person.
|
(b) |
The
principal business office of the Reporting Persons is c/o Ibex
Investors LLC, 3200 Cherry Creek South Drive, Suite 670, Denver, CO
80209.
|
(c) |
For
citizenship information see Item 4 of the cover page of each
Reporting Person.
|
(d) |
This
Statement relates to the Ordinary Shares, nominal value 0.01 New
Israeli Shekels per share (the " Ordinary
Shares ").
|
(e) |
The CUSIP
Number of the Ordinary Shares is M84116108.
|
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing 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 associations 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 of
1940 (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). |
If filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of institution:
______________
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Reporting Person,
and Item 2, which information is given as of the end of business on
January 25, 2019, the business day before the filing date of this
Schedule 13G.
As of the Event Date of December 31, 2018, the Fund directly
beneficially owned 386,000 Ordinary Shares, representing 5.1% of
all of the outstanding Ordinary Shares.
The percentages of beneficial ownership contained herein are based
on 7,551,617 Ordinary Shares outstanding as of June 30, 2018, as
reported by the Issuer in its Form 6-K filed on August 9,
2018.
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 five percent of the class of securities, check
the following: [_]
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(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, other
than activities solely in connection with a nomination under
§240.14a-11.
|
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: January 28, 2019
Justin B. Borus
Ibex Investors LLC
Ibex Israel Fund LLLP
Ibex GP LLC
Ibex Investment Holdings LLC
Ibex Investment Holdings II LLC
By:
/s/
Justin B. Borus
Justin B. Borus,
for himself and as the Manager of each of the
Investment
Manager, IM Holdings, the General Partner
(for itself and on
behalf of the Fund) and GP Holdings
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