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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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Nayax Ltd (Name of Issuer) |
Ordinary shares, par value NIS 0.001 per share (Title of Class of Securities) |
M7S750159 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M7S750159 |
| 1 | Names of Reporting Persons
Nechmad Amir Alimelech | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,927,920.60 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
18.92 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percentage reported in Item 11 is calculated based upon 36,607,407 Ordinary Shares outstanding as of December 31, 2024, as reported to the Reporting Person by the Issuer.
SCHEDULE 13G
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| CUSIP No. | M7S750159 |
| 1 | Names of Reporting Persons
Yair Nechmad | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,642,388.40 | ||||||||
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.52 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Yair Nechmad or Yair Nechmad Ltd., a company wholly owned by Yair Nechmad, is the record holder of the Ordinary Shares reported in Items 5, 7 and 9, which include options (the "Options") currently exercisable into 145,000 Ordinary Shares at an exercise price of NIS 105 each. Percentage reported in Item 11 is calculated based upon 36,607,407 Ordinary Shares outstanding as of December 31, 2024, as reported to the Reporting Person by the Issuer, and assumes the exercise of the Options held by such Reporting Person, but Ordinary Shares underlying options, warrants and convertible securities held by other shareholders, including other Reporting Persons, are disregarded for purposes of this calculation.
SCHEDULE 13G
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| CUSIP No. | M7S750159 |
| 1 | Names of Reporting Persons
David Ben-Avi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,058,529.70 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.21 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Ordinary Shares reported in Items 5, 7 and 9 includes options (the "Options") currently exercisable into 145,000 Ordinary Shares at an exercise price of NIS 105 each. Percentage reported in Item 11 is calculated based upon 36,607,407 Ordinary Shares outstanding as of December 31, 2024, as reported to the Reporting Person by the Issuer, and assumes the exercise of the Options held by such Reporting Person, but Ordinary Shares underlying options, warrants and convertible securities held by other shareholders, including other Reporting Persons, are disregarded for purposes of this calculation.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Nayax Ltd | |
| (b) | Address of issuer's principal executive offices:
3 Arik Einstein Street, Bldg. B, 1st Floor, Herzeliya, Israel, 4659071 | |
| Item 2. | ||
| (a) | Name of person filing:
Amir Nechmad Yair Nechmad David Ben-Avi | |
| (b) | Address or principal business office or, if none, residence:
Amir Nechmad - 16 Aba Hilel St., Ramat-Gan, Israel Yair Nechmad - 3 Nisan Cohen St., Tel-Aviv, Israel David Ben-Avi - 30 Levona St., Ramat-Hasharon, Israel | |
| (c) | Citizenship:
Amir Nechmad - Israel and Cyprus Yair Nechmad - Israel David Ben-Avi - Israel | |
| (d) | Title of class of securities:
Ordinary shares, par value NIS 0.001 per share | |
| (e) | CUSIP No.:
M7S750159 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Amir Nechmad - 6,927,920.60 Yair Nechmad - 8,642,388.40 David Ben-Avi - 7,058,529.70 The Reporting Persons have entered into a Shareholders Rights Agreement, dated March 9, 2021 (the "Shareholders' Agreement"), pursuant to which the Reporting Persons have agreed to vote their Ordinary Shares in the manner prescribed by the Shareholders' Agreement with regard to the election of certain directors of the Issuer and to reach a consensus on how to vote their Ordinary Shares at the general meeting of shareholders of the Issuer. Pursuant to the Shareholders' Agreement, the Reporting Persons also have agreed to certain limitations on the sale or transfer of their Ordinary Shares. By virtue of the Shareholders' Agreement, each Reporting Person may be deemed to beneficially own the Ordinary Shares of the other Reporting Persons; however, each Reporting Person disclaims beneficial ownership of the Ordinary Shares, including any Ordinary Shares underlying options, warrants and convertible securities, of any other Reporting Person. | |
| (b) | Percent of class:
Amir Nechmad - 18.92% Yair Nechmad - 23.52% David Ben-Avi - 19.21% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Amir Nechmad - 6,927,920.60 Yair Nechmad - 8,642,388.40 David Ben-Avi - 7,058,529.70 | ||
| (ii) Shared power to vote or to direct the vote:
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| (iii) Sole power to dispose or to direct the disposition of:
Amir Nechmad - 6,927,920.60 Yair Nechmad - 8,642,388.40 David Ben-Avi - 7,058,529.70 | ||
| (iv) Shared power to dispose or to direct the disposition of:
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Exhibit Information
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Exhibit 1: Joint Filing Agreement (incorporated herein by reference to Exhibit 1 to Schedule 13G filed by the Reporting Persons on February 13, 2023) - https://www.sec.gov/Archives/edgar/data/1963423/000117891323000466/exhibit_1.htm |