Sec Form 13D Filing - Michael Ilan Management & Investment Ltd. filing for Eviation Aircraft Ltd.Eviation Aircraft Ltd. - 2018-02-20

Aaron M. Lampert, Adv.

Goldfarb Seligman & Co.

98 Yigal Alon Street

Tel Aviv, Israel 6789141

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1	NAMES OF REPORTING PERSONS
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Kadima Hasharon Holding Company Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☒  (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
			4,120,875
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,120,875
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,120,875
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	38.5% *
14	TYPE OF REPORTING PERSON
	CO

 

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1	NAMES OF REPORTING PERSONS
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Michael Ilan Management and Investments Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☒  (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
			347,410
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			347,410
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	347,410
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.2%*
14	TYPE OF REPORTING PERSON
	IV

 

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1	NAMES OF REPORTING PERSONS
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Michael Ilan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☒  (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
			4,468,285
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,468,285
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,468,285
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	41.7%*
14	TYPE OF REPORTING PERSON
	IN			&# xA0;

 

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Except as set forth in this Item 5(a), the Reporting Persons do not beneficially own any Ordinary Shares.  The percentages stated above are based on 10,694,820 Ordinary Shares outstanding (as reported by the Issuer in its Report on Form 6-K filed with the Securities and Exchange Commission on October 26, 2017).

Item 5(b) of the Schedule 13D, “Interest in Securities of the Issuer,” is amended and supplemented by adding the following:

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On August 17, 2017, Michael Ilan Management entered into the SPA with the Issuer and A.O. Tzidon (1999) Ltd., pursuant to which  Michael Ilan Management agreed to purchase 333,333 Ordinary Shares of the Issuer for a price per share of $1.50 or an aggregate purchase price of $500,000, subject to the approval of the Issuer's board of directors and shareholders and the other conditions set forth in the SPA.   In addition, at any time prior to May 31, 2018, Michael Ilan Management has the option (the “Option”) to purchase additional Ordinary Shares at a price per share of $1.50 per share in an amount up to an additional $2,500,000. On August 17, 2017, Michael Ilan Management partially exercised its Option and agreed to purchase 14,077 Ordinary Shares.

On August 17, 2017, the Issuer entered into a Registration Rights Agreement with Michael Ilan Management, A.O. Tzidon (1999) Ltd. Magic Stones, Aviv Tzidon, Omer Bar Yohay and Dekel Tzidon.  The registration rights that have been provided are (a) piggy back registration rights and (b) F-3 registration rights after the filing of the Issuer’s next Form 20-F, assum ing that the Issuer is then eligible to use such form of registration.  The piggyback registration rights can be limited in an unwritten offering provided that the holders of registration rights cannot be limited to less than 20% of the number of shares to be registered.

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