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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMIRA NATURE FOODS LTD
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G0335L 102
(CUSIP Number)
Joseph F. Daniels, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4044
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1 (b) |
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Rule 13d-1 (c) |
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Rule 13d-1 (d) |
*The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. G0335L 102 | |||||
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1 |
Names of Reporting Persons KARAN A. CHANANA | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (11) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
(1) Includes 7,005,434 ordinary shares issuable pursuant to an exchange agreement under which Mr. Karan A. Chanana (the Reporting Person) will have the right, subject to the terms of the exchange agreement, to exchange all or a portion of his equity shares in Amira Pure Foods Private Limited (Amira India) for ordinary shares of the Issuer, and assumes the completion of the Reporting Persons purchase of 1,500,000 equity shares of Amira India. Also includes 37,527 vested ordinary shares underlying an option to purchase ordinary shares pursuant to the Issuers 2012 Omnibus Securities and Incentive Plan.
(2) Based on 35,665,434 ordinary shares issued and outstanding as of October 15, 2012, as reported in the Issuers Final Prospectus, dated October 10, 2012. Includes 7,005,434 ordinary shares issuable pursuant to an exchange agreement described above.
CUSIP No. G0335L 102 | |||||
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Item 1. | |||||
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(a) |
Name of Issuer: | |||
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(b) |
Address of Issuers Principal Executive Offices: | |||
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Item 2. | |||||
(a), (b) and (c): |
Name of Persons Filing, Address of Principal Business Office and Citizenship: This statement is filed on behalf of Karan A. Chanana (the Reporting Person).
The Reporting Person, a citizen of the United Arab Emirates, is Chairman and Chief Executive Officer of the Issuer and has a business address of 29E, A.U. Tower Jumeirah Lake Towers, Dubai, United Arab Emirates. | ||||
(d) |
Title of Class of Securities: | ||||
(e) |
CUSIP Number: | ||||
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Item 3. |
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Not Applicable. | ||||
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Item 4. |
Ownership. | ||||
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(a) |
Amount beneficially owned: 26,702,961 (the Shares) (1) | |||
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(b) |
Percent of class: 74.8%. The percentage is calculated based on 35,665,434 ordinary shares issued and outstanding as of October 15, 2012. Includes 7,005,434 ordinary shares issuable pursuant to an exchange agreement under which the Reporting Person will have the right, subject to the terms of the exchange agreement, to exchange all or a portion of his equity shares in Amira Pure Foods Private Limited (Amira India) for ordinary shares of the Issuer, and assumes the completion of the Reporting Persons purchase of 1,500,000 equity shares of Amira India. Also includes an aggregate of 37,527 ordinary shares underlying an option to purchase ordinary shares pursuant to the Issuers 2012 Omnibus Securities and Incentive Plan, which will have vested within 60 days of the filing of this report. | |||
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(c) |
Number of shares to which the Reporting Persons, as a group, have:
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(i) |
Sole power to vote or direct the vote: 26,702,961 (1) | ||
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(ii) |
Shared power to vote or direct the vote: 0 | ||
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(iii) |
Sole power to dispose or direct the disposition of: 26,702,961 (1) | ||
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(iv) |
Shared power to dispose or direct the disposition of: 0 | ||
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Item 5. |
Ownership of Five Percent or Less of a Class. | ||||
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Not Applicable. | ||||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | ||||
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Not Applicable. | ||||
CUSIP No. G0335L 102 | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not Applicable. |
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Item 9. |
Notice of Dissolution of Group. |
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Not Applicable. |
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Item 10. |
Certification. |
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Not Applicable. |
Notes
(1) The percentage is calculated based on 35,665,434 ordinary shares issued and outstanding as of October 15, 2012, as reported in the Issuers Final Prospectus, dated October 10, 2012. Includes 7,005,434 ordinary shares issuable pursuant to an exchange agreement under which the Reporting Person will have the right, subject to the terms of the exchange agreement, to exchange all or a portion of his equity shares in Amira India for ordinary shares of the Issuer, and assumes the completion of the Reporting Persons purchase of 1,500,000 equity shares of Amira India. Also includes 37,527 vested ordinary shares underlying an option to purchase ordinary shares pursuant to the Issuers 2012 Omnibus Securities and Incentive Plan.