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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Beamr Imaging Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.05 per ordinary share
(Title of Class of Securities)
M1R79L104
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
¨
¨
x |
Rule 13d-1(b)
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. M1R79L104 | |||
| 1. |
Names of Reporting Persons
Marker II LP | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
Cayman Islands | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
2,141,637 (2) | |
| 6. |
Shared Voting Power
0 | ||
| 7. |
Sole Dispositive Power
2,141,637 (2) | ||
| 8. |
Shared Dispositive Power
0 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,141,637 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
16.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
| (1) | This Schedule 13G is filed by Marker II LP (“Marker II”), Marker II GP, Ltd. (“Marker II GP”), the general partner of Marker II, and Richard Scanlon (“Scanlon” and, together with Marker II and Marker II GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Marker II. Marker II GP is the sole general partner of Marker II and owns no shares of the Issuer directly. Scanlon is the sole director of Marker II GP and owns no shares directly. Marker II GP and Scanlon share voting and dispositive power over the shares held by Marker II and may be deemed to beneficially own the shares held by Marker II. |
| (3) | The beneficial ownership percentage is based on a total of 13,051,343 Ordinary Shares outstanding as of December 31, 2023, as reported in the Issuer’s Registration Statement on Form F-1, filed with the Securities and Exchange Commission on January 12, 2024. |
2
| CUSIP No. M1R79L104 | |||
| 1. |
Names of Reporting Persons
Marker II GP, Ltd. | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
Cayman Islands | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
2,141,637 (2) | |
| 6. |
Shared Voting Power
0 | ||
| 7. |
Sole Dispositive Power
2,141,637 (2) | ||
| 8. |
Shared Dispositive Power
0 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,141,637 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
16.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Marker II. Marker II GP is the sole general partner of Marker II and owns no shares of the Issuer directly. Scanlon is the sole director of Marker II GP and owns no shares directly. Marker II GP and Scanlon share voting and dispositive power over the shares held by Marker II and may be deemed to beneficially own the shares held by Marker II. |
| (3) | The beneficial ownership percentage is based on a total of 13,051,343 Ordinary Shares outstanding as of December 31, 2023, as reported in the Issuer’s Registration Statement on Form F-1, filed with the Securities and Exchange Commission on January 12, 2024. |
3
| CUSIP No. M1R79L104 | |||
| 1. |
Names of Reporting Persons
Richard Scanlon | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
United States of America | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
2,141,637 (2) | |
| 6. |
Shared Voting Power
0 | ||
| 7. |
Sole Dispositive Power
2,141,637 (2) | ||
| 8. |
Shared Dispositive Power
0 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,141,637 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
16.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
IN | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Marker II. Marker II GP is the sole general partner of Marker II and owns no shares of the Issuer directly. Scanlon is the sole director of Marker II GP and owns no shares directly. Marker II GP and Scanlon share voting and dispositive power over the shares held by Marker II and may be deemed to beneficially own the shares held by Marker II. |
| (3) | The beneficial ownership percentage is based on a total of 13,051,343 Ordinary Shares outstanding as of December 31, 2023, as reported in the Issuer’s Registration Statement on Form F-1, filed with the Securities and Exchange Commission on January 12, 2024. |
4
| Item 1. | ||
| (a) |
Name of Issuer
Beamr Imaging Ltd. | |
| (b) |
Address of Issuer’s Principal Executive Offices
10 HaManofim Street Herzeliya, 4672561, Israel | |
| Item 2. | ||
| (a) |
Name of Person Filing
1. Marker II LP (“Marker II”) 2. Marker II GP, Ltd. (“Marker II GP”) 3. Robert Scanlon (“Scanlon”) | |
| (b) |
Address of Principal Business Office or, if none, Residence
c/o Marker LLC 10 East 53rd Street, 14th Floor New York, NY 10022 | |
| (c) | Citizenship | ||||
| Entities: | Marker II | - | Cayman Islands | ||
| Marker II GP | - | Cayman Islands | |||
| Individuals: | Scanlon | - | United States of America | ||
| (d) |
Title of Class of Securities
Ordinary Shares, par value NIS 0.05 per ordinary share | ||
| (e) |
CUSIP Number
M1R79L104 | ||
| 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: | ||
| Not applicable | |||
| Item 4. | Ownership | ||
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of February 12, 2024: | |||
| (a) |
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person | ||
| (b) |
Percent of class:
See Row 11 of cover page for each Reporting Person | ||
| (c) | Number of shares as to which the person has: | ||
| (i) |
Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) |
Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) |
Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) |
Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
5
| 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 or Control Person |
| 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 |
| Not applicable | |
6
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: February 14, 2024
| Marker II LP | ||
| By: Marker II GP, Ltd., its general partner | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker II GP, Ltd. | ||
| /s/ Richard Scanlon | ||
| Richard Scanlon / Authorized Signatory | ||
| /s/Richard Scanlon | ||
| Richard Scanlon | ||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
7
Exhibit(s):
| A | Joint Filing Agreement |
8
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Ordinary Shares of Beamr Imaging Ltd. is filed on behalf of each of us.
Dated: February 14, 2024
| Marker II LP | ||
| By: Marker II GP, Ltd., its general partner | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker II GP, Ltd. | ||
| /s/ Richard Scanlon | ||
| Richard Scanlon / Authorized Signatory | ||
| /s/Richard Scanlon | ||
| Richard Scanlon | ||