Amended Statement of Beneficial Ownership (sc 13d/a)
15 Junho 2022 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Allot Ltd.
(Name of Issuer)
Ordinary Shares, par value ILS 0.10 per share
(Title of Class of
Securities)
M0854Q105
(CUSIP Number)
Lynrock Lake LP
Attn: Cynthia Paul
2 International Drive, Suite 130
Rye Brook, NY 10573
914-449-4660
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 2022
(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. x
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. M0854Q105 |
| 1. |
Names of Reporting Persons
Lynrock Lake LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a)
(b) |
¨
x (1) |
| 3. |
SEC Use Only |
| 4. |
Source of Funds (See Instructions)
AF |
| 5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
8,335,235 (2) |
| 8. |
Shared Voting Power
0 |
| 9. |
Sole Dispositive Power
8,335,235 (2) |
| 10. |
Shared Dispositive Power
0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,335,235 (2) |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. |
Percent of Class Represented by Amount in Row (11)
22.78% (3) |
| 14. |
Type of Reporting Person (See Instructions)
PN, IA |
| |
|
|
|
|
| (1) | This Schedule 13D is filed by Lynrock Lake LP (the “Investment Manager”), Lynrock Lake Partners
LLC (the “General Partner”) and Cynthia Paul (“Ms. Paul” and, with the Investment Manager and the General
Partner, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13D. |
| (2) | Consists of 8,335,235 Ordinary Shares held directly by Lynrock Lake Master Fund LP (“Lynrock Fund”).
In addition, as of June 14, 2022, Lynrock Fund directly held a convertible note of the Issuer (the Note, as defined in Item 6 below)
that is not presently convertible into Ordinary Shares within 60 days of the date of this filing due to a provision of the Note that limits
Lynrock Fund’s ability to convert the Note to the extent that conversion would result in beneficial ownership of greater than 19.99%
of the Ordinary Shares outstanding immediately after any such conversion, which percentage may be decreased upon notice by Lynrock Fund
or increased to 24.99% upon 61 days’ notice by Lynrock Fund. The Investment Manager is the investment manager of Lynrock Fund, and
pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities
of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the Investment Manager and Sole Member of the General
Partner, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer
held by Lynrock Fund. The information with respect to the ownership of the Ordinary Shares is provided as of June 14, 2022. |
| (3) | This calculation is based on (i) 36,587,444 Ordinary Shares outstanding as of April 3, 2022,
as reported in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission (“SEC”)
on April 19, 2022 and (ii) excluding any Ordinary Shares issuable upon conversion of the Note, reflecting the limitation described
in footnote (2) above. |
| CUSIP No. M0854Q105 |
| 1. |
Names of Reporting Persons
Lynrock Lake Partners LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a)
(b) |
¨
x (1) |
| 3. |
SEC Use Only |
| 4. |
Source of Funds (See Instructions)
AF |
| 5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
8,335,235 (2) |
| 8. |
Shared Voting Power
0 |
| 9. |
Sole Dispositive Power
8,335,235 (2) |
| 10. |
Shared Dispositive Power
0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,335,235 (2) |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. |
Percent of Class Represented by Amount in Row (11)
22.78% (3) |
| 14. |
Type of Reporting Person (See Instructions)
OO, HC |
| |
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | Consists of 8,335,235 Ordinary Shares held directly by Lynrock Fund. In addition, as of June 14,
2022, Lynrock Fund directly held a Note that is not presently convertible into Ordinary Shares within 60 days of the date of this filing
due to a provision of the Note that limits Lynrock Fund’s ability to convert the Note to the extent that conversion would result
in beneficial ownership of greater than 19.99% of the Ordinary Shares outstanding immediately after any such conversion, which percentage
may be decreased upon notice by Lynrock Fund or increased to 24.99% upon 61 days’ notice by Lynrock Fund. The Investment Manager
is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated
full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the
Investment Manager and Sole Member of the General Partner, the general partner of the Investment Manager, may be deemed to exercise voting
and investment power over securities of the Issuer held by Lynrock Fund. The information with respect to the ownership of the Ordinary
Shares is provided as of June 14, 2022. |
| (3) | This calculation is based on (i) 36,587,444 Ordinary Shares outstanding as of April 3, 2022,
as reported in the Issuer’s Prospectus on Form 424B3 filed with the SEC on April 19, 2022 and (ii) excluding any
Ordinary Shares issuable upon conversion of the Note, reflecting the limitation described in footnote (2) above. |
| CUSIP No. M0854Q105 |
| 1. |
Names of Reporting Persons
Cynthia Paul |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a)
(b) |
¨
x (1) |
| 3. |
SEC Use Only |
| 4. |
Source of Funds (See Instructions)
AF |
| 5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6. |
Citizenship or Place of Organization
United States of America |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
8,335,235 (2) |
| 8. |
Shared Voting Power
0 |
| 9. |
Sole Dispositive Power
8,335,235 (2) |
| 10. |
Shared Dispositive Power
0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,335,235 (2) |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. |
Percent of Class Represented by Amount in Row (11)
22.78% (3) |
| 14. |
Type of Reporting Person (See Instructions)
IN, HC |
| |
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | Consists of 8,335,235 Ordinary Shares held directly by Lynrock Fund. In addition, as of June 14,
2022, Lynrock Fund directly held a Note that is not presently convertible into Ordinary Shares within 60 days of the date of this filing
due to a provision of the Note that limits Lynrock Fund’s ability to convert the Note to the extent that conversion would result
in beneficial ownership of greater than 19.99% of the Ordinary Shares outstanding immediately after any such conversion, which percentage
may be decreased upon notice by Lynrock Fund or increased to 24.99% upon 61 days’ notice by Lynrock Fund. The Investment Manager
is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated
full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the
Investment Manager and Sole Member of the General Partner, the general partner of the Investment Manager, may be deemed to exercise voting
and investment power over securities of the Issuer held by Lynrock Fund. The information with respect to the ownership of the Ordinary
Shares is provided as of June 14, 2022. |
| (3) | This calculation is based on (i) 36,587,444 Ordinary Shares outstanding as of April 3, 2022,
as reported in the Issuer’s Prospectus on Form 424B3 filed with the SEC on April 19, 2022 and (ii) excluding any
Ordinary Shares issuable upon conversion of the Note, reflecting the limitation described in footnote (2) above. |
Explanatory
Note: This Amendment No. 1 (the “Amendment”), which amends the Schedule13D
filed with the SEC on March 30, 2022 (the “Original Schedule 13D”) filed on behalf of Lynrock Lake LP (the “Investment
Manager”), Lynrock Lake Partners LLC (the “General Partner”) and Cynthia Paul (“Ms. Paul” and, with
the Investment Manager and the General Partner, collectively, the “Reporting Persons”), relates to the Ordinary Shares, par
value ILS 0.10 per share (“Ordinary Shares”) of Allot Ltd., an Israeli corporation (the “Issuer”). This Amendment
is being filed by the Reporting Persons to report open market purchases of Ordinary Shares. Accordingly, the number of securities beneficially
owned by the Reporting Persons has increased as described in Item 5 below.
The Original Schedule 13D is hereby amended to
the extent hereinafter expressly set forth and, except as amended hereby, the Original Schedule 13D remains in full force and effect.
All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule
13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule 13D is hereby
amended and restated in its entirety as follows:
| (a) | See responses to Item 13 on the cover pages of this filing, which are incorporated herein by reference. |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated herein
by reference. |
| (c) | The transactions in the Ordinary Shares by the Reporting Persons during the past sixty days are set forth
on Schedule A and are incorporated herein by reference. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or any proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons. |
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.
Dated: June 15, 2022
| LYNROCK LAKE LP |
|
| |
|
|
| By: |
Lynrock Lake Partners LLC |
|
| its |
General Partner |
|
| |
|
|
| By: |
/s/ Cynthia Paul |
|
|
Name: Cynthia Paul |
|
|
Title: Sole Member |
|
| |
|
|
| LYNROCK LAKE PARTNERS LLC |
|
| |
|
|
| By: |
/s/ Cynthia Paul |
|
|
Name: Cynthia Paul |
|
|
Title: Sole Member |
|
| |
|
|
| /s/ Cynthia Paul |
|
| Cynthia Paul |
|
| |
ATTENTION |
|
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
SCHEDULE A
Transactions in the Ordinary Shares During
the Past Sixty Days
Lynrock Lake Master Fund LP
| Nature of the Transaction | |
Amount
of Securities
Purchased/(Sold) | | |
Weighted
Average
Price ($) | | |
Date of
Purchase/Sale | | |
Low Price ($) | | |
High Price ($) | |
| Purchase of Ordinary Shares | |
| 61,446 | | |
$ | 5.08 | | |
| 05/12/22 | | |
$ | 4.74 | | |
$ | 5.16 | |
| Purchase of Ordinary Shares | |
| 12,050 | | |
$ | 5.15 | | |
| 05/13/22 | | |
$ | 5.09 | | |
$ | 5.16 | |
| Purchase of Ordinary Shares | |
| 1,005 | | |
$ | 5.14 | | |
| 05/16/22 | | |
$ | 5.13 | | |
$ | 5.16 | |
| Purchase of Ordinary Shares | |
| 65,810 | | |
$ | 4.82 | | |
| 05/17/22 | | |
$ | 4.60 | | |
$ | 5.06 | |
| Purchase of Ordinary Shares | |
| 24,767 | | |
$ | 5.54 | | |
| 05/18/22 | | |
$ | 4.88 | | |
$ | 5.65 | |
| Purchase of Ordinary Shares | |
| 41 | | |
$ | 5.62 | | |
| 05/19/22 | | |
$ | 5.62 | | |
$ | 5.62 | |
| Purchase of Ordinary Shares | |
| 8,300 | | |
$ | 5.56 | | |
| 05/20/22 | | |
$ | 5.55 | | |
$ | 5.56 | |
| Purchase of Ordinary Shares | |
| 39,317 | | |
$ | 5.41 | | |
| 05/23/22 | | |
$ | 5.34 | | |
$ | 5.56 | |
| Purchase of Ordinary Shares | |
| 13,942 | | |
$ | 5.28 | | |
| 05/24/22 | | |
$ | 5.21 | | |
$ | 5.36 | |
| Purchase of Ordinary Shares | |
| 19,581 | | |
$ | 5.25 | | |
| 05/25/22 | | |
$ | 5.21 | | |
$ | 5.26 | |
| Purchase of Ordinary Shares | |
| 2,997 | | |
$ | 5.26 | | |
| 05/26/22 | | |
$ | 5.23 | | |
$ | 5.26 | |
| Purchase of Ordinary Shares | |
| 12,455 | | |
$ | 5.23 | | |
| 05/31/22 | | |
$ | 5.18 | | |
$ | 5.26 | |
| Purchase of Ordinary Shares | |
| 6,486 | | |
$ | 5.45 | | |
| 06/08/22 | | |
$ | 5.42 | | |
$ | 5.46 | |
| Purchase of Ordinary Shares | |
| 13,814 | | |
$ | 5.41 | | |
| 06/09/22 | | |
$ | 5.36 | | |
$ | 5.46 | |
| Purchase of Ordinary Shares | |
| 31,995 | | |
$ | 5.21 | | |
| 06/10/22 | | |
$ | 5.13 | | |
$ | 5.36 | |
| Purchase of Ordinary Shares | |
| 52,589 | | |
$ | 5.12 | | |
| 06/13/22 | | |
$ | 5.03 | | |
$ | 5.16 | |
| Purchase of Ordinary Shares | |
| 2,000 | | |
$ | 5.16 | | |
| 06/14/22 | | |
$ | 5.15 | | |
$ | 5.16 | |
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