SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

(Amendment No. 6)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE § 240.13d-2(a)

Ormat Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

686688-10-2

(CUSIP Number)

Ormat Industries Ltd.

New Industrial Area

P.O. Box 68

Yavne 81100, Israel 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 10, 2014

(Date of Event which Requires Filing 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. ☐.

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).

This Amendment No. 6 amends and supplements the Schedule 13D originally filed by Ormat Industries Ltd. (the “Reporting Person”) with the Securities and Exchange Commission (“SEC”) on November 7, 2007 (as amended on January 17, 2008, May 25, 2010, June 3, 2010, June 21, 2010 and July 6, 2010, the “Schedule 13D”) in respect of the shares of common stock, par value $0.001 per share of Ormat Technologies, Inc., a Delaware corporation (the “Issuer”).

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

The following amends and supplements Items 2, 4-7 of the Schedule 13D.

Item 2.        IDENTITY AND BACKGROUND.

Item 2 of this Schedule 13D is hereby amended to include the following information:

(a), (b) and (c):

The name, citizenship, residence or business address and present principal occupation of each of the directors and executive officers of the Reporting Person is set forth on Schedule A attached hereto and incorporated herein by reference.

(d)     None of the Reporting Person or, to the knowledge of the Reporting Person, any of the persons named in Schedule A to this statement, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors.

(e)      None of the Reporting Person or, to the knowledge of the Reporting Person, any of the persons named in Schedule A to this statement has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.        PURPOSE OF TRANSACTION

Item 4 of this Schedule 13D is hereby amended to include the following information:

On November 10, 2014, the Reporting Person entered into a Share Exchange Agreement and Plan of Merger (the “Share Exchange Agreement”) with the Issuer and Ormat Systems Ltd., an Israeli corporation that is wholly-owned by the Issuer ("Ormat Systems"). Pursuant to the Share Exchange Agreement, among other things, the Issuer will acquire the Reporting Person through a share exchange in which the Issuer will issue new shares of its common stock to the Reporting Person's shareholders in exchange for all of the outstanding ordinary shares of the Reporting Person, at an exchange ratio of 0.2592 shares of common stock of the Issuer for each outstanding ordinary share of the Reporting Person, or an aggregate of approximately 30.2 million shares of common stock of the Issuer.

In connection with the Share Exchange Agreement, on November 10, 2014, the Reporting Person also entered into a voting agreement with the Issuer (the “Parent Voting Agreement”). Pursuant to the terms and conditions of the Parent Voting Agreement, the Reporting Person, among other things, agreed to vote in favor of the issuance of the shares of common stock of the Issuer in connection with the share exchange and to vote against any action that would preclude fulfillment of the conditions precedent to the consummation of the share exchange under the Share Exchange Agreement. On November 10, 2014, the Reporting Person signed and delivered to the Issuer a written consent voting its shares of common stock of the Issuer in accordance with the Parent Voting Agreement.

In connection with the Share Exchange Agreement, on November 10, 2014, each of FIMI ENRG, Limited Partnership and FIMI ENRG, L.P. (together, “FIMI”), which currently owns approximately 24.22% of the outstanding ordinary shares of the Reporting Person and, as described in Item 5 below, is affiliated with certain of the persons listed in Schedule A, and Bronicki Investments Ltd. (“Bronicki Investments”), which currently owns approximately 14.21% of the outstanding ordinary shares of the Reporting Person and, as described in Item 5 below, is affiliated with certain of the persons listed in Schedule A,, entered into voting agreements (the “Parent Shareholder Voting and Undertaking Agreements”) with the Issuer. Under the Parent Shareholder Voting and Undertaking Agreements, FIMI and Bronicki Investments agree, among other things, to vote in favor of the Share Exchange Agreement and the transactions contemplated thereby. FIMI and Bronicki Investments also agree to comply in all respects with the Israeli Tax Ruling (as defined therein) applicable to FIMI and Bronicki Investments. In that connection, FIMI and Bronicki Investments have agreed to deposit, before the effective time of the share exchange, the ordinary shares of the Reporting Person each of them hold with an Israeli escrow agent satisfactory to the Israel Tax Authority or the Issuer, on the terms set forth in an escrow agreement in the form attached to the Parent Shareholder Voting and Undertaking Agreements.

In addition, in connection with the Share Exchange Agreement, on November 10, 2014,  the Issuer entered into a voting neutralization agreement with FIMI (the “FIMI Voting Neutralization Agreement”) and a voting neutralization agreement with Bronicki Investments (the “Bronicki Voting Neutralization Agreement” and, together with the FIMI Voting Neutralization Agreement, the “Voting Neutralization Agreements”). Under the Voting Neutralization Agreements, FIMI and Bronicki Investments agree, among other things, to certain restrictions on their shares of common stock of the Issuer.

The Voting Neutralization Agreements also provide that, at and subject to the closing of the share exchange, upon request of FIMI and Bronicki Investments, the Issuer will enter into a registration rights agreement in the form attached as an exhibit to the Voting Neutralization Agreements.

The consummation of the share exchange is subject to a number of conditions, as set forth in the Share Exchange Agreement. Assuming satisfaction or waiver (if permissible by applicable law) of the conditions under the Share Exchange Agreement, the share exchange is expected to close during the first quarter of 2015.

The foregoing description of the Share Exchange Agreement, the Parent Voting Agreement, the Parent Shareholder Voting and Undertaking Agreements and the Voting Neutralization Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Share Exchange Agreement, the Parent Voting Agreement, the Parent Shareholder Voting and Undertaking Agreements and the Voting Neutralization Agreements, which are attached as Exhibit 1-6 hereto, respectively, and are incorporated herein by reference. 

Item 5.        INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of this Schedule 13D is hereby amended to include the following information:

If the share exchange is effected as provided in the Share Exchange Agreement, the Reporting Person will no longer own any shares of common stock of the Issuer. The information disclosed in Item 4 above is incorporated herein by reference.

Item 6.        CONTRACTS ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of this Schedule 13D is hereby amended to include the following information:

The information disclosed in Item 4 above is incorporated herein by reference.

Item 7.        MATERIAL TO BE FILED AS EXHIBITS.

SIGNATURE

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

Dated: November 19, 2014

 Schedule A

Directors and Executive Officers

of

Ormat Industries Ltd.

(as of November 10, 2014)

Citizenship is the same as country of address, unless otherwise noted.

(*) Citizen of Israel.

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