ORA Ormat Technologies Inc

CUSIP No. 686688-10-2

Schedule 13D/A

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1	NAMES OF REPORTING PERSONS   FIMI ENRG, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   10,451,077*^
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   6,924 ,118
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,451,077*^
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  CERTAIN SHARES   x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   21.02%^
14	TYPE OF REPORTING PERSON   PN

 

* See Item 5 – for beneficial ownership information.

 

This Amendment No 1. supplements and amends the statement on Schedule 13D filed on February 12, 2015 (the " Schedule 13D ") which relates to shares of common stock, par value $0.001 per share (the " Shares ") of Ormat Technologies, Inc., a Delaware corporation (the " Issuer ").  The principal executive offices of the Issuer are located at 6225 Neil Road, Reno, Nevada 89511.   This Amendment amends and supplements Items 4, 5, 6 and 7 of Schedule 13D.  Capitalized terms used hereunder and not otherwise defined shall have the meaning ascribed to them in Schedule 13D.

Item 4.  Purpose of Transaction.

The following amends and supplements Item 4 of Schedule 13D.

On May 4, 2017, FIMI ENRG 1, FIMI ENRG 2, Bronicki Investments, Mr. Isaac Angel, the Issuer's Chief Executive Officer, and Mr. Doron Blachar, the Issuer's Chief Financial Officer, as sellers (collectively, the " Sellers ") have entered into a stock purchase agreement (" Stock Purchase Agreement ") with Orix Corporation (" ORIX "), as buyer, pursuant to which, upon (and subject to) the consummation of the transactions contemplated thereunder, ORIX will purchase an aggregate of approximately 11 million Shares of the Issuer that are owned by FIMI ENRG 1, FIMI ENRG 2, Bronicki Investments, and each of Mr. Angel and Mr. Blachar (the " Purchased Shares ").   The per share sale price to be paid by Orix at closing (subject to satisfaction of certain closing conditions, including regulatory approvals) per each Share is $57 and ORIX will pay to the Sellers as consideration for the Purchased Shares an aggregate amount of approximately $627 million.

Gillon Beck, the Chairman of the Issuer's board of directors, and Ami Boehm, a member of the Issuer's board of directors, which are officers of FIMI IV 2007, the managing general partner of FIMI ENRG, will also be selling (directly or indirectly) to ORIX a portion of their Shares of the Issuer resulting from the vesting of stock options that were granted to them in connection with their services as directors.  Such Shares are included in the Purchased Shares set forth above.

Effective immediately upon the closing of the transactions contemplated by the Stock Purchase Agreemen t, Mr. Ami Boehm and Mr. Gillon Beck will resign as directors of the Issuer.

The closing of the transactions contemplated by the Stock Purchase Agreement is subject to satisfaction of certain closing conditions, including regulatory approvals, the resignation of the directors as contemplated above (and of an additional director), the appointment, effective as of the closing, of ORIX's designees to the Issuer's board of directors to fill the vacancies created by the resignation of Mr. Ami Boehm, Mr. Gillon Beck and an additional director from the board of directors of the Issuer, the appointment , effective as of the closing, of a fourth person to be mutually agreed by the Issuer and ORIX to serve as a new independent director on the Issuer's expanded nine-person board of directors , and the execution of the registration rights agreement and governance agreement both between ORIX and the Issuer as described above.

The foregoing summary of the Stock Purchase Agreement is not exhaustive, does not contain complete descriptions of all of the parties' rights and obligations under the Stock Purchase Agreement and is qualified in its entirety by reference to the Stock Purchase Agreement, copy of which is filed hereto as Exhibit 11 and incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended as follows:

The percentages set forth below are based on 49,706,450 Shares outstanding as of March 31, 2017, based on information provided to the Reporting Persons by the Issuer.

(a), (b)   FIMI ENRG 1 and FIMI ENRG 2 beneficially own, and each of FIMI IV 2007 and Ishay Davidi may be deemed, by virtue of their relationship with FIMI ENRG, to beneficially own and have shared power of disposition and voting, over 6,924,118 Shares, representing approximately 13.93% of the Issuer's outstanding Shares. As a result of the voting provisions described in Item 4 of Schedule 13D, the Reporting Persons may be deemed to also beneficially own, and have shared voting power over, 10,451,077 Shares, representing approximately 21.02% of the Issuer's outstanding Shares, when including the 3,526,959 Shares beneficially owned by Bronicki Investments on the date of this filing. The Reporting Persons disclaim beneficial ownership of all shares beneficially owned by Bronicki Investments.

It should also be noted that Messrs. Gillon Beck and Ami Boehm, who serve as members of the Issuer's board of directors, are officers of FIMI IV 2007, the managing general partner of FIMI ENRG. Each of Messrs. Beck and Boehm beneficially owns 37,500 Shares issuable to each of them upon the exercise of options that are exercisable within 60 days of May 4, 2017, which options have exercise prices that range between $18.56 and $38.24 per Share and expire at different periods between November 6, 2019 and November 3, 2022, and will be sold (directly or indirectly) to ORIX at the closing of the transactions contemplated by the Stock Purchase Agreement and constitute part of the Purchased Shares.

(c)          None of the Reporting Persons have effected any transactions in the Shares in the past 60 days, except as set forth in Item 4, which is incorporated by reference herein.

(d)          No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons.

(e)          Not applicable.

Item 6.  Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

Item 4 above summarizes certain provisions of the Stock Purchase Agreement and is incorporated herein by reference. A copy of the Stock Purchase Agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

Item 7.  Material to be Filed as Exhibits.

The following exhibit is added to Item 7 of Schedule 13D:

 

Exhibit 11 – Stock Purchase Agreement dated as of May 4, 2015 by and among, ORIX, Bronicki Investments, FIMI ENRG, Isaac Angel and Doron Blachar*.

* Filed herewith.

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: May 5, 2017

 

 

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