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
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
(Amendment No. 2)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
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NANO DIMENSION LTD.
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(Name of Issuer)
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Ordinary Shares, NIS 0.10 par value
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(Title of Class of Securities)
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63008G104
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(CUSIP Number)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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*
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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.
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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. 63008G104
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1
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Name of Reporting Persons/
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I.R.S. Identification Nos. of above persons (entities only).
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Ilan Holdings (M&I) Ltd.
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2
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Check the Appropriate Box if a Member of a Group
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(a)☐
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(b)☐
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3
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SEC Use only
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4
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Place of Organization
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Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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646,351 Ordinary Shares
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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646,351 Ordinary Shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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646,351 Ordinary Shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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0.7%*
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12
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Type of Reporting Person :
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IV
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* Based on 96,571,661 Ordinary Shares outstanding
as of January 31, 2019 (as reported by the Issuer in its Form 424B4 filed
with the Securities and Exchange Commission on February 1, 2019).
Page 2 of 5 pages
CUSIP NO. 63008G104
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1
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Name of Reporting Persons/
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I.R.S. Identification Nos. of above persons (entities only).
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Arrow Pride (Eran Ilan)
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2
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Check the Appropriate Box if a Member of a Group
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(a)☐
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(b)☐
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3
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SEC Use only
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4
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Place of Organization
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Israel, the United States of America and Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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646,351 Ordinary Shares
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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646,351 Ordinary Shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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646,351 Ordinary Shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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0.7%*
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12
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Type of Reporting Person :
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IN
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* Based on 96,571,661 Ordinary Shares outstanding
as of January 31, 2019 (as reported by the Issuer in its Form 424B4 filed
with the Securities and Exchange Commission on February 1, 2019).
Page 3 of 5 pages
Item 1.
| (a) |
Name of Issuer: NANO DIMENSION LTD. (the "Issuer").
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Address of Issuer’s Principal Executive Offices:
2 Ilan Ramon, Ness Ziona, Israel 7403635 |
Item 2.
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(a)
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Name of Person Filing:
This Statement is filed by:
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(1) Ilan Holdings (M&I) Ltd.
(2) Arrow Pride (Eran
Ilan)
The foregoing entities are collectively referred to as the "Reporting Persons" in this
Statement.
| (b) |
Address of Principal Business Offices or, if none, Residence:
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Ilan Holdings (M&I)
Ltd. – Lev Hasharon Industrial Park, Kadima, P.O. Box 5062, Israel 6092000
Arrow Pride (Eran Ilan)
- c/o Ilan Holdings (M&I) Ltd., 6 Stricker St., Tel Aviv-Yafo, Israel 6200608
| (c) |
Place of Organization:
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Place of organization of the Reporting Persons, as the case may be, is:
Ilan Holdings (M&I)
Ltd. – Israel
Arrow Pride (Eran Ilan)
– Israel, the United States of America and Canada
| (d) |
Title of Class of Securities:
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Ordinary Shares, NIS 0.10 par value (the “Ordinary Shares”).
| (e) |
CUSIP Number:
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63008G104
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable. |
| Item 4. |
Ownership
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See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the
Reporting Persons.
| Item 5. |
Ownership of 5 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 5 percent of the class of securities, check the following ☒. |
| Item 6. |
Ownership of More than 5 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. Certifications
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.
Page 4 of 5 pages
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.
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February 14, 2019
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Ilan Holdings (M&I) Ltd.
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By: /s/ Arrow Pride (Eran Ilan)
Name: Arrow Pride (Eran Ilan)
Title: Director
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Arrow Pride (Eran Ilan)
/s/ Arrow Pride (Eran Ilan)
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Page 5 of 5 pages