OMB APPROVAL
|
|
OMB Number: 3235-0145
|
|
Expires: February 28, 2009
|
|
Estimated average burden
|
|
hours per response: 14.5
|
CUSIP No. M8215W109
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua M. Schwartz
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
|
||
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) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,619,055
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,619,055
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,619,055
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.84%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. M8215W109
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Flatbush Watermill, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
|
||
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) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,619,055
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,619,055
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,619,055
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.84%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. M8215W109
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Flatbush Watermill Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
|
||
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) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,619,055
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,619,055
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,619,055
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.84%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. M8215W109
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
FW2, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
262,000
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
262,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,000
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.08%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. M8215W109
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FW3, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,357,055
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,357,055
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,357,055
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.76%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 is hereby amended and restated as follows:
The aggregate purchase price of the 262,000 Ordinary Shares held by FW2 was $3,456,214.66 (including brokerage fees and expenses). All Ordinary Shares beneficially held by FW2 were paid for using its working capital.
The aggregate purchase price of the 2,357,055 Ordinary Shares held by FW3 was $32,099,909.03 (including brokerage fees and expenses). All Ordinary Shares beneficially held by FW3 were paid for using its working capital.
|
Item 5.
|
Interest in Securities of the Issuer
The subparagraphs (a) and (b) of Item 5 are hereby amended and restated as follows:
(a), (b)
As of September 19, 2011, the aggregate number of Ordinary Shares and percentage of the outstanding Ordinary Shares of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:
|
Reporting Person
|
Aggregate Number of Shares
|
Number of Share: Sole Power to Vote or Dispose
|
Number of Shares: Shared Power to Vote or Dispose
|
Approximate Percentage*
|
Mr. Schwartz (1) (2) (3)
|
2,619,055
|
0
|
2,619,055
|
10.84%
|
Flatbush Watermill
(1) (2) (3)
|
2,619,055
|
0
|
2,619,055
|
10.84%
|
Flatbush Watermill Management
(1) (2) (3)
|
2,619,055
|
0
|
2,619,055
|
10.84%
|
FW2
(1) (2)
|
262,000
|
0
|
262,000
|
1.08%
|
FW3
(1) (3)
|
2,357,055
|
0
|
2,357,055
|
9.76%
|
* Based on 24,160,075 Ordinary Shares outstanding as of April 14, 2011, as disclosed in the Issuer’s Report of Foreign Private Issuer on Form 20-F filed with the Securities and Exchange Commission on April 14, 2011.
(1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons except to the extent of such Reporting Person’s pecuniary interest therein, if any.
(2) Each of Mr. Schwartz, Flatbush Watermill and Flatbush Watermill Management share with FW2 the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 262,000 Ordinary Shares owned by FW2.
(3) Each of Mr. Schwartz, Flatbush Watermill and Flatbush Watermill Management share with FW3 the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 2,357,055 Ordinary Shares owned by FW3.
The subparagraph (c) of Item 5 is hereby amended and restated as follows:
(c)
The trading dates, number of shares of Ordinary Shares purchased or sold, and the price per Ordinary Share for all transactions by the Reporting Persons in Ordinary Shares in the last 60 days, all of which were brokered transactions, are set forth below:
|
Party
|
Date of Purchase/Sale
|
# Shares
|
Buy/Sell
|
Price/Share
|
FW2
|
8/25/2011
|
3,505
|
BUY
|
$12.97
|
FW2
|
9/12/2011
|
19,495
|
BUY
|
$12.80
|
FW2
|
9/19/2011
|
22,000
|
BUY
|
$13.19
|
FW3
|
8/11/2011
|
9,848
|
BUY
|
$13.26
|
FW3
|
8/23/2011
|
20,000
|
BUY
|
$13.54
|
FW3
|
9/12/2011
|
147,505
|
BUY
|
$12.82
|
FW3
|
9/19/2011
|
181,763
|
BUY
|
$13.19
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
|
Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
Each of the Reporting Persons is a party to a Joint Filing Agreement dated as of September 19, 2011 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements hereto with the Securities and Exchange Commission. The Joint Filing Agreement is filed herewith as Exhibit 1 and incorporated herein by reference.
|
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit 1
|
Joint Filing Agreement, dated August 19 2011, by and among Joshua M. Schwartz, Flatbush Watermill, LLC, Flatbush Watermill Management, LLC, FW2, LP and FW3, LP.
|
JOSHUA M. SCHWARTZ
|
||||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
FLATBUSH WATERMILL, LLC
|
||||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
Title: Managing Member
|
||||
FLATBUSH WATERMILL MANAGEMENT, LLC
|
||||
|
||||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
Title: Managing Member
|
||||
FW2, LP
|
||||
|
|
|||
By:
|
Flatbush Watermill, LLC, its general partner
|
|||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
Title: Managing Member
|
||||
FW3, LP
|
||||
|
||||
By:
|
Flatbush Watermill, LLC, its general partner
|
|||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
Title: Managing Member
|
||||
JOSHUA M. SCHWARTZ
|
||||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
FLATBUSH WATERMILL, LLC
|
||||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
Title: Managing Member
|
||||
FLATBUSH WATERMILL MANAGEMENT, LLC
|
||||
|
||||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
Title: Managing Member
|
||||
FW2, LP
|
||||
|
|
|||
By:
|
Flatbush Watermill, LLC, its general partner
|
|||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
Title: Managing Member
|
||||
FW3, LP
|
||||
|
||||
By:
|
Flatbush Watermill, LLC, its general partner
|
|||
By:
|
/s/ Joshua M. Schwartz | |||
Name: Joshua M. Schwartz
|
||||
Title: Managing Member
|
||||