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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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. 6)
Stratasys Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M85548101
(CUSIP Number)
nano dimension LTD.
2 Ilan Ramon, Ness Ziona,
7403635, Israel
Yael Sandler
2 Ilan Ramon, Ness Ziona,
7403635, Israel
972-73-7509142
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 2023
(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.
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).
| 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. |
| CUSIP No. M85548101 | 13D | Page 2 of 5 |
| 1 | NAME OF REPORTING PERSON | |
| Nano Dimension Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 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 | |
| Israel | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 9,695,115 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 9,695,115 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 9,695,115 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 14.1%* | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO |
| * | Based on a Solicitation/Recommendation Statement on Schedule 14D-9 dated May 30, 2023 filed by the Issuer on May 30, 2023, there were 68,552,104 ordinary shares of the Issuer outstanding as of May 24, 2023. |
| CUSIP No. M85548101 | 13D | Page 3 of 5 |
This Amendment No. 6 to Schedule 13D (this “Schedule 13D/A”) amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2023, as amended by Amendment No. 1 on March 10, 2023, Amendment No. 2 on March 30, 2023, Amendment No. 3 on May 25, 2023, Amendment No. 4 on May 31, 2023 and Amendment No. 5 on June 9, 2023 (as amended, the “Schedule 13D”) by Nano Dimension Ltd., a corporation incorporated under the laws of Israel (the “Reporting Person”), pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended.
Item 1. Security and Issuer.
This item is not being amended by this Schedule 13D/A.
Item 2. Identity and Background.
This item is not being amended by this Schedule 13D/A.
Item 3. Source and Amount of Funds or Other Consideration.
This item is not being amended by this Schedule 13D/A.
Item 4. Purpose of Transaction.
“Item 4. Purpose of Transaction” of the Schedule 13D is hereby amended to add the following:
On June 13, 2023, the Reporting Person delivered a letter (the “Demand Letter”) to the Issuer’s Board demanding that, pursuant to Section 63(b)(2) of the Israeli Companies Law and Article 54 of the Issuer’s Amended and Restated Articles of Association, the Issuer’s Board call an Extraordinary General Meeting of its shareholders, to remove seven (7) of the Issuer’s current directors from office, appoint seven (7) new directors proposed by the Reporting Person to replace them and approve certain indemnification arrangements for such replacement directors. The Reporting Person believes its director nominees will improve the corporate governance of the Issuer and is required in order to protect the interests of the Issuer’s shareholders. If successful, seven (7) of the eight (8) members of the Issuer’s Board will be appointed by the Reporting Person and the Reporting Person will control the Issuer’s Board. On the same day, the Reporting Person issued a press release announcing its demand for an Extraordinary General Meeting of the shareholders of the Issuer, and filed an amendment to the Tender Offer Statement, a copy of which is filed hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the Demand Letter is attached as Exhibit 99.2 to this Schedule 13D/A.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
| CUSIP No. M85548101 | 13D | Page 4 of 5 |
Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/Recommendation Statement and oth er documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, the information agent for the tender offer, named in the Tender Offer Statement.
Item 5. Interest in Securities of the Issuer.
This item is not being amended by this Schedule 13D/A.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
This item is not being amended by this Schedule 13D/A.
Item 7. Material to be Filed as Exhibits.
Item 7. Material to be Filed as Exhibits of the Schedule 13D is hereby amended to add the following:
| ** | Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Reporting Person agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request. |
| CUSIP No. M85548101 | 13D | Page 5 of 5 |
SIGNATURES
After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 14, 2023
| Nano Dimension Ltd. | |||
| By: | /s/ Yael Sandler | ||
| Name: | Yael Sandler | ||
| Title: | Chief Financial Officer | ||