-----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, H4RX6T7/HJwdXTyToQChqGsKWV7oXRCT1GjqiAY3/JvVgcyNke477bgkCARFS0gn OdDDS5wMEjQbr/3encG0rQ== 0001144204-11-007580.txt : 20110211 0001144204-11-007580.hdr.sgml : 20110211 20110211111501 ACCESSION NUMBER: 0001144204-11-007580 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: FORTISSIMO CAPITAL FUND (ISRAEL), LP GROUP MEMBERS: FORTISSIMO CAPITAL FUND (ISRAEL-DP), LP GROUP MEMBERS: FORTISSIMO CAPITAL FUND, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SodaStream International Ltd. CENTRAL INDEX KEY: 0001502916 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85737 FILM NUMBER: 11595867 BUSINESS ADDRESS: STREET 1: GILBOA STREET STREET 2: AIRPORT CITY CITY: BEN GURION AIRPORT 70100 STATE: L3 ZIP: 70100 BUSINESS PHONE: 972 (3) 976-2323 MAIL ADDRESS: STREET 1: GILBOA STREET STREET 2: AIRPORT CITY CITY: BEN GURION AIRPORT 70100 STATE: L3 ZIP: 70100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fortissimo Capital Fund GP, L.P. CENTRAL INDEX KEY: 0001343925 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: FORTISSIMO CAPITAL FUND STREET 2: 14 HAMELACHA STREET, PARK AFEK CITY: ROSH HAAYIN STATE: L3 ZIP: 48091 BUSINESS PHONE: 972 3 915 7400 MAIL ADDRESS: STREET 1: FORTISSIMO CAPITAL FUND STREET 2: 14 HAMELACHA STREET, PARK AFEK CITY: ROSH HAAYIN STATE: L3 ZIP: 48091 SC 13G 1 v210923_sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  )*

SodaStream International Ltd.
(Name of Issuer)
 
Ordinary Shares, par value NIS 0.645 per share
(Title of Class of Securities)

M9068E 10 5
(CUSIP Number)

December 31, 2010
(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-l(b)
 
¨ Rule 13d-l(c)
 
x Rule 13d-l(d)
 
 
 

 

CUSIP No.
 M9068E 10 5
   
 
1.    Names of Reporting Persons.
 
FORTISSIMO CAPITAL FUND GP, LP
I.R.S. Identification Nos. of above persons (entities only).
 
 
2.    Check the Appropriate Box if a Member of a Group (See Instructions)
   
x (a)
o (b)
   
   
3.    SEC Use Only
   
 
4.    Citizenship or Place of Organization                 Cayman Islands

Number of
Shares
Bene­ficially by
Owned by Each
Reporting
Person With:
5.    Sole Voting Power     0*
 
6.    Shared Voting Power     5,159,451*
 
7.    Sole Dispositive Power    0*
 
8.    Shared Dispositive Power     5,159,451*

   
9.    Aggregate Amount Beneficially Owned by Each Reporting Person
5,159,451*
 
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).      
  
 
11.  Percent of Class Represented by Amount in Row (9)              28.0%*
 
 
12.  Type of Reporting Person (See Instructions)        PN
 

*Calculations are based on 18,447,862 Ordinary Shares of  the Issuer outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement dated January 6, 2011. This Schedule 13G is filed jointly by Fortissimo Capital Fund GP, L.P., Fortissimo Capital Fund (Israel) L.P., Fortissimo Capital Fund (Israel-DP), L.P. and Fortissimo Capital Fund, L.P. (together, the "Fortissimo Entities") acting as a "group" within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to the Joint Filing Agreement among the Fortissimo Entities filed as Exhibit 1 hereto.
 

 
Page 2 of 12 Pages

 
 
CUSIP No.
 M9068E 10 5
   
 
1.    Names of Reporting Persons.
FORTISSIMO CAPITAL FUND (Israel), LP
I.R.S. Identification Nos. of above persons (entities only).
 
 
2.    Check the Appropriate Box if a Member of a Group (See Instructions)
   
x (a)
o (b)
   
   
3.    SEC Use Only
   
 
4.    Citizenship or Place of Organization                 Israel

Number of
Shares
Bene­ficially by
Owned by Each
Reporting
Person With:
5.    Sole Voting Power     0*
 
6.    Shared Voting Power     5,159,451*
 
7.    Sole Dispositive Power    0*
 
8.    Shared Dispositive Power     5,159,451*

   
9.    Aggregate Amount Beneficially Owned by Each Reporting Person
4,665,364*
 
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).      
 * 
 
11.  Percent of Class Represented by Amount in Row (9)              25.3%*
 
 
12.  Type of Reporting Person (See Instructions)        PN
 

* Calculations are based on 18,447,862 Ordinary Shares of the Issuer outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement dated January 6, 2011. This Schedule 13G is filed jointly by the Fortissimo Entities, acting as a "group" within the meaning of Rule 13d-5(b)(1) of the Exchange Act, pursuant to the Joint Filing Agreement among the Fortissimo Entities filed as Exhibit 1 hereto.
 
 
Page 3 of 12 Pages

 
CUSIP No.
 M9068E 10 5
   
 
1.    Names of Reporting Persons.
FORTISSIMO CAPITAL FUND (Israel-DP), LP
I.R.S. Identification Nos. of above persons (entities only).
 
 
2.    Check the Appropriate Box if a Member of a Group (See Instructions)
   
x (a)
o (b)
   
   
3.    SEC Use Only
   
 
4.    Citizenship or Place of Organization                 Israel

Number of
Shares
Bene­ficially by
Owned by Each
Reporting
Person With:
5.    Sole Voting Power     0*
 
6.    Shared Voting Power     5,159,451*
 
7.    Sole Dispositive Power    0*
 
8.    Shared Dispositive Power     5,159,451*

   
9.    Aggregate Amount Beneficially Owned by Each Reporting Person
333,392*
 
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).      
*
 
11.  Percent of Class Represented by Amount in Row (9)             1.8%*
 
 
12.  Type of Reporting Person (See Instructions)        PN
 

* Calculations are based on 18,447,862 Ordinary Shares of the Issuer outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement dated January 6, 2011. This Schedule 13G is filed jointly by the Fortissimo Entities, acting as a "group" within the meaning of Rule 13d-5(b)(1) of the Exchange Act, pursuant to the Joint Filing Agreement among the Fortissimo Entities filed as Exhibit 1 hereto.
 
 
Page 4 of 12 Pages

 
CUSIP No.
 M9068E 10 5
   
 
1.    Names of Reporting Persons.
FORTISSIMO CAPITAL FUND, LP
I.R.S. Identification Nos. of above persons (entities only).
 
 
2.    Check the Appropriate Box if a Member of a Group (See Instructions)
   
x (a)
o (b)
   
   
3.    SEC Use Only
   
 
4.    Citizenship or Place of Organization                 Cayman Islands

Number of
Shares
Bene­ficially by
Owned by Each
Reporting
Person With:
5.    Sole Voting Power     0*
 
6.    Shared Voting Power     5,159,451*
 
7.    Sole Dispositive Power    0*
 
8.    Shared Dispositive Power     5,159,451*

   
9.    Aggregate Amount Beneficially Owned by Each Reporting Person
160,695*
 
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).      
*
 
11.  Percent of Class Represented by Amount in Row (9)              0.9%*
 
 
12.  Type of Reporting Person (See Instructions)        PN
 

* Calculations are based on 18,447,862 Ordinary Shares of the Issuer outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement dated January 6, 2011. This Schedule 13G is filed jointly by the Fortissimo Entities, acting as a "group" within the meaning of Rule 13d-5(b)(1) of the Exchange Act, pursuant to the Joint Filing Agreement among the Fortissimo Entities filed as Exhibit 1 hereto.
 
 
Page 5 of 12 Pages

 
Item 1.
 
 
(a)
The name of the Issuer is SodaStream International Ltd.
 
 
(b)
The address of the Issuer’s principal executive offices is: Gilboa Street, Airport City, Ben Gurion Airport, Israel 70100.
 
Item 2.
 
and (d) This Schedule 13G is being filed by Fortissimo Capital Fund GP, L.P. ("FFC-GP"); Fortissimo Capital Fund (Israel), L.P. ("FFC-Israel"); Fortissimo Capital Fund (Israel-DP), L.P. ("FFC-Israel-DP"); and Fortissimo Capital Fund, L.P. ("FFC Cayman") (FFC-GP, FFC-Israel, FFC-Israel-DP and FFC Cayman are collectively referred to herein as the "Reporting Persons"), with respect to beneficial ownership of the Ordinary Shares of the Issuer.
 
(b)
and (c) FFC-GP is a limited partnership organized and existing under the laws of the Cayman Islands and whose principal business is to act as the sole general partner of the other Reporting Persons. Its business address is 14 Hamelacha Street, Park Afek, Rosh Ha'ayin Israel 48091. The general partner of FFC-GP is Fortissimo Capital (GP) Management Ltd., a Cayman Island corporation ("FFC Mgmt"). The business address of FFC Mgmt is Walkers House PO Box 265 GT, Mary Street, George Town, Grand Cayman, Cayman Islands. FFC Mgmt's principal business is to act as the sole general partner of FFC Cayman. The sole shareholder and director of FFC-GP is Yuval Cohen (the "Control Person"). The Control Person's business address is 14 Hamelacha Street, Park Afek, Rosh Haayin Israel 48091 and his principal business activity is managing the investments of each of the Reporting Persons.
 
The principal business of each of FFC-Israel, FFC-Israel-DP and FFC Cayman is investing in public and private technology oriented companies, and their respective business address is 14 Hamelacha Street, Park Afek, Rosh Ha'ayin Israel 48091.
 
Each of FFC-Israel and FFC-Israel-DP is a limited partnership organized and existing under the laws of the State of Israel. FFC Cayman is a limited partnership organized and existing under the laws of the Cayman Islands.
 
(e)
The CUSIP number of the Issuer’s Ordinary Shares is M9068E 10 5.
 
Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(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)      ¨        An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E);
 
(f)       ¨        An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);
 
(g)      ¨        A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G);
 
(h)      ¨        A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)       ¨        A 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)       ¨        A non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J).
 
(k)       ¨       Group, in accordance with §240.13d-l(b)(l)(ii)(K).
 
If filing as a non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J), please specify the type of institution: ______________.
 
Page 6 of 12 Pages

 
Item 4. Ownership
 
Name of Fund
 
Number of Shares
   
Percentage Holdings*
 
Fortissimo Capital Fund GP, L.P.
    5,159,451 *     28.0 %
                 
Fortissimo Capital Fund (Israel), L.P.
    4,665,364 *     25.3 %
                 
Fortissimo Capital Fund (Israel-DP), L.P.
    333,392 *     1.8 %
                 
Fortissimo Capital Fund, L.P.
    160,695 *     0.9 %

*
Calculations are based on 18,447,862 Ordinary Shares of the Issuer outstanding, in accordance with disclosure contained in the Issuer's Proxy Statement dated January 6, 2011.   No Reporting Person has sole voting power or sole dispositive power over Ordinary Shares.
 
FFC-GP is the registered owner of the Ordinary Shares held by each of FFC-Israel, FFC-Israel-DP and FFC Cayman and thus the number of Ordinary Shares listed as owned by it and its percentage holdings reflects the collective number of Ordinary Shares beneficially owned by each of FFC-Israel, FFC-Israel-DP and FFC Cayman.
 
FFC-Israel, FFC-Israel-DP and FFC Cayman invest together, in the framework of parallel private equity funds, which are managed by FFC-GP. The pro-rata allocation among such entities is as follows: FFC-Israel - 89.97%; FFC-Israel-DP- 6.46%; and FFC Cayman -3.57%.
 
FFC-GP, in its capacity of being the sole general partner of FFC-Israel, FFC-Israel-DP and FFC Cayman, controls and manages each of the Reporting Persons. Accordingly, FFC-GP is the beneficial owner of the Ordinary Shares held by each of the Reporting Persons. FFC-GP, in its capacity as the general partner of each of the Reporting Persons, has the voting and dispositive power over the Ordinary Shares held by each of them. FFC-GP may be deemed to be the indirect beneficial owner of the Ordinary Shares directly beneficially owned by the Reporting Persons.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
Not Applicable
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
FFC-GP is the general partner of FFC-Israel, FFC-Israel-DP and FFC Cayman, and as such makes decisions on behalf of each of those respective funds, but does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities of the Issuer.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
Not Applicable
 
Item 8.
Identification and Classification of Members of the Group
 
See the Joint Filing Agreement Attached hereto as an Exhibit.
 
Page 7 of 12 Pages

 
Item 9.
Notice of Dissolution of Group
 
Not Applicable
 
Item 10.
Certifications
 
Not Applicable
 
Page 8 of 12 Pages

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.
 
1. Fortissimo Capital GP, LP
   
     
By its General Partner
   
     
Fortissimo Capital (GP) Management Ltd
   
     
/s/ Yuval Cohen
 
Dated: February 10, 2011
Yuval Cohen, Director
   
     
2.  Fortissimo Capital Fund (Israel) LP
   
     
By its General Partner:
   
     
Fortissimo Capital GP, LP
   
     
By its General Partner
   
     
Fortissimo Capital (GP) Management Ltd.
   
     
/s/ Yuval Cohen
 
Dated: February 10, 2011
Yuval Cohen, Director
   
     
3. Fortissimo Capital Fund (Israel-DP), L.P.
   
     
By its General Partner:
   
     
Fortissimo Capital GP, LP
   
     
By its General Partner
   
     
Fortissimo Capital (GP) Management Ltd.
   
     
/s/ Yuval Cohen
 
Dated: February 10, 2011
Yuval Cohen, Director
   
     
4. Fortissimo Capital Fund, L.P.
   
     
By its General Partner:
   
     
Fortissimo Capital GP, LP
   
     
By its General Partner
   
     
Fortissimo Capital (GP) Management Ltd.
   
     
/s/ Yuval Cohen
 
Dated: February 10, 2011
Yuval Cohen, Director
   

Page 9 of 12 Pages

 
EXHIBIT ON NEXT PAGE
 
Page 10 of 12 Pages

 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares of SodaStream International Ltd., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
      
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 10, 2011.
 
1. Fortissimo Capital GP, LP
 
By its General Partner
 
Fortissimo Capital (GP) Management Ltd.
 
/s/ Yuval Cohen
Yuval Cohen, Director
 
2.  Fortissimo Capital Fund (Israel) LP
 
By its General Partner:
 
Fortissimo Capital GP, LP
 
By its General Partner
 
Fortissimo Capital (GP) Management Ltd.
 
/s/ Yuval Cohen
Yuval Cohen, Director

Page 11 of 12 Pages

 
3. Fortissimo Capital Fund (Israel-DP), L.P.
 
By its General Partner:
 
Fortissimo Capital GP, LP
 
By its General Partner
 
Fortissimo Capital (GP) Management Ltd.
 
/s/ Yuval Cohen
Yuval Cohen, Director
 
4. Fortissimo Capital Fund, L.P.
 
By its General Partner:
 
Fortissimo Capital GP, LP
 
By its General Partner
 
Fortissimo Capital (GP) Management Ltd.
 
/s/ Yuval Cohen
Yuval Cohen, Director

Page 12 of 12 Pages

 


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