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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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InMode Ltd. (Name of Issuer) |
Ordinary Shares, par value NIS 0.01 per ordinary share (Title of Class of Securities) |
M5425M103 (CUSIP Number) |
Anna T. Pinedo Mayer Brown LLP, 1221 Avenue of the Americas New York, NY, 10020 (212) 506-2500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. | M5425M103 |
| 1 |
Name of reporting person
Moshe Mizrahy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,299,226.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*This calculation is based on 60,922,346 ordinary shares of the Issuer outstanding as of April 9, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value NIS 0.01 per ordinary share | |
| (b) | Name of Issuer:
InMode Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam,
ISRAEL
, 2069206. | |
Item 1 Comment:
This Amendment No 3. to the Schedule 13D filed by the undersigned on January 16, 2025, as amended by Amendment No.1 thereto filed on March 13, 2025 and Amendment No. 2 thereto filed on March 9, 2026 (as amended, the "Schedule 13D"), is hereby filed to update certain information with respect to the beneficial ownership of Ordinary Shares (the "Shares") of InMode Ltd., an Israeli company (the "Issuer"), by Moshe Mizrahy (the "Reporting Person"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information: During the last 60 days, the Reporting Person acquired 800,000 Shares of the Issuer in multiple open market transactions for an aggregate purchase price of approximately US$10.7 million, including commissions, as further disclosed in Item 5(c) of this Schedule 13D, which is incorporated by reference herein. The source of funds for the purchase of such Shares of the Issuer was the personal funds of the Reporting Person. No part of the purchase price was represented by borrowed funds or other consideration obtained for the purpose of acquiring, holding, trading, or voting the securities, and there were no loans or financing arrangements involved in the transaction, with no other parties providing funds or consideration. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information: The transactions by the Reporting Person in the Shares of the Issuer during the past 60 days are set forth in Annex A to this Schedule 13D. This Amendment is being filed because the reduction in shares outstanding resulting from the Issuer's recent repurchase activity, combined with the additional purchases effected by the Reporting Person subsequent to the Schedule 13D filed by the Reporting Person on March 9, 2026 (the "Prior Filing"), together represent a material increase to the Reporting Person's ownership percentage of the Issuer's outstanding Shares. The Issuer repurchased approximately 2.9 million Shares during the period from March 13, 2026 through the date of this filing, decreasing the number of outstanding Shares from 63,358,750 reported as of December 31, 2025 to 60,922,346 as of the date of this filing. The transactions set forth in Annex A include those transactions that were previously reported on the Prior Filing, which we have identified by each such transaction. In addition, Annex A includes the additional purchases of Shares effected by the Reporting Person subsequent to the Prior Filing, which also are identified in Annex A. The Reporting Person notes that such additional purchases were previously disclosed on a Form 3 filed by the Reporting Person with the Securities and Exchange Commission on March 18, 2026. Except as otherwise disclosed herein, the Reporting Person has not effected any transaction in the Shares in the last 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Annex A: Schedule of Transactions. | ||
| 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.
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