Amended Statement of Beneficial Ownership (sc 13d/a)
04 Novembro 2014 - 8:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Name of Issuer)
Common Stock, Par Value NIS 0.14 per Share
(Title of Class of Securities)
Anthony Reich, Ion Asset Management, 13th Floor, Building E, 89 Medinat Hayehudim Street, Herzliya, Israel.
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
4 November 2014
(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. o
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 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.
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).
CUSIP No. M75253100
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Page 2 of 7 Pages
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1. |
NAME OF REPORTING PERSON
Jonathan Half |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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3. |
SEC Use Only
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4. |
SOURCE OF FUNDS
AF |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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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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7. |
SOLE VOTING POWER
0
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8. |
SHARED VOTING POWER
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9. |
SOLE DISPOSITIVE POWER
0
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10. |
SHARED DISPOSITIVE POWER
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
CUSIP No. M75253100
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Page 3 of 7 Pages
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1. |
NAME OF REPORTING PERSON
Stephen Levey |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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3. |
SEC Use Only
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4. |
SOURCE OF FUNDS
AF |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
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9. |
SOLE DISPOSITIVE POWER
0 |
10. |
SHARED DISPOSITIVE POWER
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
CUSIP No. M75253100
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Page 4 of 7 Pages
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1. |
NAME OF REPORTING PERSON
Ion Asset Management Ltd. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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3. |
SEC Use Only
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4. |
SOURCE OF FUNDS
AF |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7. |
SOLE VOTING POWER
0
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8. |
SHARED VOTING POWER
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9. |
SOLE DISPOSITIVE POWER
0
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10. |
SHARED DISPOSITIVE POWER
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,071,043
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
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14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO/IA |
Item 1. Security and Issuer
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to the Common Stock of Orbotech Ltd., (the “Issuer” or the “Company”) and amends the Schedule 13D filed on April 2, 2014 (the “Original Schedule 13D”), as amended by each of Amendment No. 1 thereto filed on May 20, 2014, Amendment No. 2 thereto filed on June 9, 2014, Amendment No. 3 thereto filed on June 12, 2014 and Amendment No. 4 thereto filed on June 30, 2014 (the Original Schedule 13D, and as amended by such Amendments No. 1, No. 2, No. 3, No 4 and this Amendment No. 5, the “Schedule 13D”). The address of the Issuer’s principal executive offices is Orbotech Park Ltd., P.O. Box 215, Yavne, Israel 81102. This Amendment No. 5 is being filed by Ion Asset Management Ltd. (the “Management Company”), Jonathan Half, and Steven Levey (collectively, the “Reporting Persons”).
This Amendment No. 5 is being filed to amend Items 3, 4 and 5 of the Schedule 13D as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended to reflect the following:
The Funds expended an aggregate of approximately $27,673,306 of their own investment capital to acquire the 2,071,043 shares held by them.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended as follows:
Because the Reporting Persons no longer beneficially own more than 5% of the Issuer’s shares, the June 27, 2014 agreement referenced in Amendment No. 4 to the Schedule 13D, filed on June 30, 2014, is terminated.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is amended to reflect the following:
(a)
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As of the date of this Schedule 13D, the Reporting Persons beneficially own, in the aggregate, 2,071,043 shares of the Common Stock of the Issuer, held by the Funds, representing approximately 4.99% of the Issuer’s outstanding shares, based upon the 41,504,957 shares stated to be outstanding as of July 7, 2014 by the Issuer in the Form 6-K furnished to the Securities and Exchange Commission on July 9, 2014.
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Item 5(b) of the Schedule 13D is amended to reflect the following:
(b)
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Each of the Reporting Persons shares voting and dispositive power over the 2,071,043 shares of Common Stock.
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Item 5(c) of the Schedule 13D is amended to reflect the following:
(c)
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Set forth on Schedule I to this Amendment No. 5 are all transactions in the Common Stock of the Issuer effected during the past sixty days by the Reporting Persons.
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Item 5(e) of the Schedule 13D is amended to reflect the following:
(e) Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on November 4, 2014.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
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Ion Asset Management Ltd.
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By:
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/s/ Jonathan Half /s/ Stephen Levey |
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Jonathan Half Stephen Levey
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Director Director |
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By:
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/s/ Jonathan Half |
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Jonathan Half
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By:
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/s/ Stephen Levey |
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Stephen Levey
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This Schedule sets forth information with respect to each purchase and sale of Shares effected by a Reporting Person during the past sixty days. All transactions were purchases or sales of Shares effectuated in the open market through a broker.
Trade Date
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Shares Purchased (Sold)
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Price Per Share (U.S. $)
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22-Sept-14
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20,000
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15.47
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29-Sept-14
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2,800
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15.38
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30-Sept-14
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100
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15.28
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06-Oct-14
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5,900
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15.33
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07-Oct-14
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1,000
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15.20
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10-Oct-14
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9,100
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14.94
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31-Oct-14
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(7,981)
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16.00
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31-Oct-14
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(7,982)
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16.00
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03-Nov-14
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2,500
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15.65
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03-Nov-14
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(20,000)
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16.06
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03-Nov-14
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(80,000)
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16.06
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04-Nov-14
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(10,200)
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15.64
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