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
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Brenmiller Energy Ltd. (Name of Issuer) |
Ordinary Shares, no par value per share (Title of Class of Securities) |
M2R43K404 (CUSIP Number) |
Avraham Brenmiller c/o Brenmiller Energy Ltd., 13 Amal St. 4th Floor, Park Afek Rosh Haayin, L3, 4809249 972-77-693-5140 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/21/2025 (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
|
| CUSIP No. | M2R43K404 |
| 1 |
Name of reporting person
Avraham Brenmiller | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
182,516.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Based on 3,859,800 Ordinary Shares that the Issuer has advised the Reporting Person were issued and outstanding as of October 20, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value per share | |
| (b) | Name of Issuer:
Brenmiller Energy Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
13 Amal St. 4th Floor, Park Afek, Rosh Haayin,
ISRAEL
, 4809249. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D (this "Schedule 13D/A") to Schedule 13D amends and supplements the Schedule 13D initially filed by Avraham
Brenmiller (the "Reporting Person") with the U.S. Securities and Exchange Commission (the "SEC") on July 7, 2022, as amended by Amendment No. 1 filed with the SEC on February 16, 2023, as amended by Amendment No. 2 filed with the SEC on July 8, 2024, and as amended by Amendment No. 3 filed with the SEC on February 23, 2025 (as amended, the "Schedule 13D"), and relates to the ordinary shares, no par value per share (the "Ordinary Shares"), of Brenmiller Energy Ltd., an Israeli company (the "Issuer"). On June 18, 2025, the Issuer announced a 5-for-1 reverse share split of its issued and outstanding ordinary shares. All historical quantities of the ordinary shares and per share data herein are presented on a post-split basis to give effect to our 5-for-1 reverse share split effected at the market open on Nasdaq on June 20, 2025. Except as otherwise specified in this Schedule 13D/A, all items in the Schedule 13D are unchanged and each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 13D. The principal executive offices of the Issuer are located at 13 Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249 Israel. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows: The Reporting Person may be deemed to beneficially own 130,315 Ordinary Shares of the Issuer, and 52,201 securities exercisable into ordinary shares within 60 days by the Reporting Person, which constitute 4.67% of the outstanding Ordinary Shares of the Issuer. The percentage is based on 3,859,800 Ordinary Shares that the Issuer has advised the Reporting Person were issued and outstanding as of October 20, 2025. On August 21, 2025, in connection with the exercise of certain pre-funded warrants to purchase Ordinary Shares held by an investor, the Reporting Person has ceased to be the beneficial owner of more than five percent (5%) of the Issuer's outstanding Ordinary Shares. | |
| (b) | The Reporting Person has sole voting and dispositive power of 182,516 Ordinary Shares of the Issuer. | |
| (c) | Not applicable. | |
| (d) | No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported above in this Item 5 and held directly by the Reporting Person. | |
| (e) | As of August 21, 2025, the Reporting Person has ceased to be the beneficial owner of more than five percent (5%) of the Issuer's outstanding Ordinary Shares. The filing of this Schedule 13D/A constitutes an exit filing for the Reporting Person. | |
| 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.
|
|
|