-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DS9oUW3FT6hI+HXLwdDKh+o59JY4QIoYKnGplhYy8dYHea2Zsl2o+xfPAEh6ieFD iDLLBoTFURC9/QS6E8TlYg== 0001144204-09-034695.txt : 20090629 0001144204-09-034695.hdr.sgml : 20090629 20090629061113 ACCESSION NUMBER: 0001144204-09-034695 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090629 DATE AS OF CHANGE: 20090629 GROUP MEMBERS: OVATION CAPITAL PARTNERS, LTD. GROUP MEMBERS: VOLATION CAPITAL PARTNERS LLC, DBA VOLATION TECHNOLOGY CAPIT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIS TECHNOLOGIES LTD CENTRAL INDEX KEY: 0001090507 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 133669062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62051 FILM NUMBER: 09914338 BUSINESS ADDRESS: STREET 1: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129358484 MAIL ADDRESS: STREET 1: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OVATION ALPHA CAPITAL LTD CENTRAL INDEX KEY: 0001467274 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CRICKET SQUARE STREET 2: HUTCHINS DRIVE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: 213 892 4907 MAIL ADDRESS: STREET 1: CRICKET SQUARE STREET 2: HUTCHINS DRIVE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 SC 13G 1 v153520_sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO._______)*

Medis Technologies Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

	58500P-10-7
	(CUSIP Number)

June 15, 2009

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).


	(1)	NAMES OF REPORTING PERSONS

		Ovation Alpha Capital, Ltd.

		I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	(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

Cayman Islands

NUMBER OF	(5) SOLE VOTING POWER	0

SHARES

BENEFICIALLY	(6) SHARED VOTING POWER	3,634,905*

OWNED BY

EACH	(7) SOLE DISPOSITIVE POWER	0

REPORTING

PERSON	(8) SHARED DISPOSITIVE POWER	3,634,905*

WITH:

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,634,905*
(10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	7.84%*


(12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	00

* Consists of shares of common stock borrowed pursuant to Stock Loan Agreements with non-affiliated stockholders of the Issuer.


	(1)	NAMES OF REPORTING PERSONS

		Ovation Capital Partners, Ltd.

		I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	(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

Cayman Islands

NUMBER OF	(5) SOLE VOTING POWER	0

SHARES

BENEFICIALLY	(6) SHARED VOTING POWER	3,634,905* **

OWNED BY	(7) SOLE DISPOSITIVE POWER
		0
EACH

REPORTING	(8) SHARED DISPOSITIVE POWER	3,634,905* **

PERSON

WITH:

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,634,905*
	**

(10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
	INSTRUCTIONS) [ ]


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	7.84%*
		**


(12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	00

* Consists of shares of common stock borrowed pursuant to Stock Loan Agreements with non-affiliated stockholders of the Issuer.

** Includes shares held by other reporting person.


	(1)	NAMES OF REPORTING PERSONS

		Volation Capital Partners LLC, dba
		Volation Technology Capital Partners LLC

		I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	(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

New York

NUMBER OF	(5) SOLE VOTING POWER	0

SHARES

BENEFICIALLY	(6) SHARED VOTING POWER	3,634,905*
		**
OWNED BY

EACH	(7) SOLE DISPOSITIVE POWER	0

REPORTING

PERSON	(8) SHARED DISPOSITIVE POWER	3,634,905*
		**
WITH:

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,634,905*
	**
(10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	7.84%*
		**


(12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	00

* Consists of shares of common stock borrowed pursuant to Stock Loan Agreements with non-affiliated stockholders of the Issuer.

** Includes shares held by other reporting person.

Item 1(a).	Name of Issuer:

	Medis Technologies Ltd.

Item 1(b).	Address of Issuer's Principal Executive Offices:

	805 Third Avenue
	New York, NY 10022

Item 2(a).	Name of Person Filing:

	Ovation Alpha Capital, Ltd. (“OAC”)
	Ovation Capital Partners, Ltd. (“OCP”)
	Volation Capital Partners LLC, dba Volation Technology Capital Partners LLC (“VCP”)

Item 2(b).	Address of Principal Office or, if none, Residence:

	The address of the principal office of each of OAC and OCP is:

	Cricket Square, Hutchins Drive
	Grand Cayman KY1-1111
	Cayman Islands

	The address of the principal office of VCP is:

	369 Lexington Avenue
	New York, NY 10017

Item 2(c).	Citizenship or Place of Organization:

	OAC and OCP are Cayman Islands exempted companies.

	VCP is a New York limited liability company.

Item 2(d).	Title of Class of Securities:

	Common Stock

Item 2(e).	CUSIP Number:

	58500P-10-7

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

(a)

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)

Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)

Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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);

(j)

Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership. (As of June 15, 2009)

(a)

Amount beneficially owned: See item 9 of cover pages

(b)

Percent of class: See item 11 of cover pages

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

See Items 5-8 of cover pages

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

VCP is the sole stockholder of OCP. OCP is the sole stockholder of OAC.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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 29, 2009

	OVATION ALPHA CAPITAL, LTD.

	By:	/s/ Mathew Spratford
	Name: Mathew Spratford
	Title: Vice President

	OVATION CAPITAL PARTNERS, LTD.

	By:	/s/ Mathew Spratford
	Name: Mathew Spratford
	Title: Vice President

	VOLATION CAPITAL PARTNERS, LLC

	By:	/s/ Mathew Spratford
	Name: Mathew Spratford
	Title: Vice President

EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Agreement among OAC, OCP and VCP as to joint filing of Schedule 13G

EX-1 2 v153520_ex1.htm

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of June 29, 2009, is by and among Ovation Alpha Capital, Ltd., Ovation Capital Partners, Ltd., and Volation Capital Partners LLC, dba Volation Technology Capital Partners LLC (collectively, the "Filers").

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock of Medis Technologies, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

	OVATION ALPHA CAPITAL, LTD.

	By:	/s/ Mathew Spratford
	Name: Mathew Spratford
	Title: Vice President

	OVATION CAPITAL PARTNERS, LTD.

	By:	/s/ Mathew Spratford
	Name: Mathew Spratford
	Title: Vice President

	VOLATION CAPITAL PARTNERS, LLC

	By:	/s/ Mathew Spratford
	Name: Mathew Spratford
	Title: Vice President

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