Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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. 7)1
ICTS INTERNATIONAL
N.V.
(Name of
Issuer)
Common Shares, par value
0.45 Euro per
share
(Title of
Class of Securities)
N43837108
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65
East 55th Street
New
York, New York 10022
(212)
451-2300
Authorized
to Receive Notices and Communications)
January 15,
2010
(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).
CUSIP
NO. N43837108
|
1
|
NAME
OF REPORTING PERSON
EVEREST
SPECIAL SITUATIONS FUND L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. N43837108
|
1
|
NAME
OF REPORTING PERSON
EVEREST
FUND, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. N43837108
|
1
|
NAME
OF REPORTING PERSON
MAOZ
EVEREST FUND MANAGEMENT LTD.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
4
CUSIP
NO. N43837108
|
1
|
NAME
OF REPORTING PERSON
ELCHANAN
MAOZ
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
5
CUSIP
NO. N43837108
The following constitutes Amendment No.
7 (“Amendment No. 7”) to the Schedule 13D filed by the
undersigned. This Amendment No. 7 amends the Schedule 13D as
specifically set forth.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5(a)
is hereby amended and restated to read as follows:
(a) In
accordance with the terms of the Agreement, on January 15, 2010, ESSF and
Everest Fund completed the previously disclosed sale of all 906,644 Shares owned
by them. As such, as of the close of business on January 15, 2010,
none of the Reporting Persons beneficially owned any Shares.
Item 5(c)
is hereby amended and restated to read as follows:
(c) Schedule
A attached hereto sets forth the transactions in the Shares by the Reporting
Persons since the filing of Amendment No. 6 to the Schedule 13D.
Item 5(c)
is hereby amended and restated to read as follows:
(e) As
of January 15, 2010, the Reporting Persons ceased to be beneficial owners of
more than 5% of the securities of the Issuer.
6
CUSIP
NO. N43837108
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: January
15, 2010
|
EVEREST
SPECIAL SITUATIONS FUND L.P.
|
||
|
By:
|
Maoz
Everest Fund Management Ltd.,
General
Partner
|
||
|
By:
|
/s/
Elchanan Maoz
|
||
|
Elchanan
Maoz,
Chairman
and Chief Executive Officer
|
|||
|
EVEREST
FUND, L.P.
|
|||
|
By:
|
Maoz
Everest Fund Management Ltd.,
General
Partner
|
||
|
By:
|
/s/
Elchanan Maoz
|
||
|
Elchanan
Maoz,
Chairman
and Chief Executive Officer
|
|||
|
MAOZ
EVEREST FUND MANAGEMENT LTD.
|
||
|
By:
|
/s/
Elchanan Maoz
|
|
|
Elchanan
Maoz,
Chairman
and Chief Executive Officer
|
||
|
/s/
Elchanan Maoz
|
|
|
ELCHANAN
MAOZ
|
7
CUSIP
NO. N43837108
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 6 to the Schedule 13D
|
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase/Sale
|
EVEREST SPECIAL SITUATIONS
FUND L.P.
|
(762,884)*
|
$3.55
|
01/15/10
|
EVEREST FUND,
L.P.
|
(143,760)*
|
$3.55
|
01/15/10
|
MAOZ EVEREST FUND MANAGEMENT
LTD.
None
ELCHANAN
MAOZ
None
* Represents Shares sold in a
private sale pursuant to the terms of the Agreement.
8