Sec Form 4 Filing - Ivy Jerry Lafe JR @ ON TRACK INNOVATIONS LTD - 2021-03-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ivy Jerry Lafe JR 2. Issuer Name and Ticker or Trading Symbol ON TRACK INNOVATIONS LTD [ OTIVF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1003 LAKE ST. #301 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2021 (Street) KIRKLAND, WA98033 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Ordinary Shares, NIS .10 par value $ 0 ( 2 ) 03/02/2021 A 0 ( 2 ) 03/02/2021 06/17/2021( 3 ) Ordinary Shares 0 ( 2 ) $ 1,500,000 0 ( 1 ) I As Trustee and beneficiary of the Jerry L. Ivy, Jr. Descendants' Trust

Reporting Owners Reporting Owner Name / Address Relationshi ps Director 10% Owner Officer Other Ivy Jerry Lafe JR 1003 LAKE ST. #301 KIRKLAND, WA98033 X Signatures Jerry L. Ivy, Jr. 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The convertible loan was made pursuant to a loan financing agreement dated December 9, 2020. The loan bears interest at 8.0% per annum but upon an extension beyond the maturity date, the interest rate increases to 10.0% per annum. ( 2 )The conversion feature of the loan became effective on March 2, 2021, the date of shareholder approval. Principal and accrued interest may be converted at a price per share (the "Conversion Price")equal to the lower of (a) $0.20 per share and (b) a price per share reflecting a discount of $0.248 (the "Benchmark Price"), as follows: (i) if conversion occurs no later than three months after the Initial Closing, the price will be $0.198; (ii) if conversion occurs more than three months but no later than six months after the Initial Closing, the price will be $0.174; (iii) if conversion occurs more than six months after the Initial Closing (to the extent extended in accordance with the terms of the Agreement), the price will be $0.124; and (iv) if conversion occurs upon an event of default, theprice will be $0.124. ( 3 )Represents the maturity date of the convertible loan. The maturity date may be extended at the sole option of Mr. Ivy, which will extend the expiration date of the conversion right.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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