0001178913-16-004358.txt : 20160216 0001178913-16-004358.hdr.sgml : 20160215 20160216074658 ACCESSION NUMBER: 0001178913-16-004358 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: DAMAR CHEMICALS INC. GROUP MEMBERS: ESTATE OF MR. RALF HAHN GROUP MEMBERS: NICOLAS RODOLFO HAHN GROUP MEMBERS: TAMAR HAHN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KAMADA LTD CENTRAL INDEX KEY: 0001567529 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87516 FILM NUMBER: 161423030 BUSINESS ADDRESS: STREET 1: 7 SAPIR ST. WEIZMANN SCIENCE PARK CITY: NESS ZIONA STATE: L3 ZIP: 74140 BUSINESS PHONE: 97289406472 MAIL ADDRESS: STREET 1: 7 SAPIR ST. WEIZMANN SCIENCE PARK CITY: NESS ZIONA STATE: L3 ZIP: 74140 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hahn Jonathan CENTRAL INDEX KEY: 0001600511 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: ENCARNACION EZCURRA 365, PISO 3 CITY: BUENOS AIRES STATE: C1 ZIP: C1107CLA SC 13G/A 1 zk1618055.htm SC 13G/A zk1618055.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Kamada Ltd.
(Name of Issuer)

Ordinary Shares, par value NIS 1.0 per share
(Title of Class of Securities)

M6240T 109
(CUSIP Number)

December 31, 2015
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o      Rule 13d-1(b)
o      Rule 13d-1(c)
x     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).
 
 
 
 
 
CUSIP No.  M6240T 109
 
1
NAME OF REPORTING PERSON: Damar Chemicals Inc.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions):
(a)  o
(b)  o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Panama
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 5
SOLE VOTING POWER:  
 
-0- Ordinary Shares
6
SHARED VOTING POWER:  
 
2,751,661 Ordinary Shares*
7
SOLE DISPOSITIVE POWER:  
 
-0- Ordinary Shares
8
SHARED DISPOSITIVE POWER:   
 
2,751,661 Ordinary Shares*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 
 
2,751,661 Ordinary Shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (10):
 
7.56%**
12
TYPE OF REPORTING PERSON:  
 
CO
_________________
 
*
Damar Chemicals Inc., a company registered in Panama (“Damar”), directly holds 2,751,661 ordinary shares of the Issuer. Damar is wholly-owned by Sinara Financing S.A., which is jointly owned by Mr. Jonathan Hann, Ms. Tamar Hahn, Mr. Nicolas Hahn and the Fundacion Martinez.

 
**
Calculated based on 36,418,741 ordinary shares of the Issuer outstanding as of December 31, 2015.
 
 
Page 2 of 10
 
 
CUSIP No.  M6240T 109
 
1
NAME OF REPORTING PERSON: Jonathan Hahn
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions):
(a)  o
(b)  o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Argentinian
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 5
SOLE VOTING POWER:  
 
313,841 Ordinary Shares
6
SHARED VOTING POWER:  
 
2,751,661 Ordinary Shares*
7
SOLE DISPOSITIVE POWER:  
 
313,841 Ordinary Shares
8
SHARED DISPOSITIVE POWER:   
 
2,751,661 Ordinary Shares*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 
 
3,065,502 Ordinary Shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (10):
 
8.42%**
12
TYPE OF REPORTING PERSON:  
 
IN
_________________
 
*
Mr. Jonathan Hahn holds directly 313,841 ordinary shares of the Issuer. In addition, Mr. Hahn holds 25% of the shares of Sinara Financing S.A., which holds 100% of the shares of Damar Chemicals Inc. (“Damar”). Damar directly holds 2,751,661 of the Issuer’s shares.

 
**
Calculated based on 36,418,741 shares of the Issuer outstanding as of December 31, 2015.
 
  Page 3 of 10
 
 
 
CUSIP No.  M6240T 109
 
1
NAME OF REPORTING PERSON: Tamar Hahn
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions):
(a)  o
(b)  o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Israeli
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 5
SOLE VOTING POWER:  
 
288,324 Ordinary Shares
6
SHARED VOTING POWER:  
 
2,751,661 Ordinary Shares*
7
SOLE DISPOSITIVE POWER:  
 
288,324 Ordinary Shares
8
SHARED DISPOSITIVE POWER:   
 
2,751,661 Ordinary Shares*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 
 
3,039,985 Ordinary Shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (10):
 
8.35%**
12
TYPE OF REPORTING PERSON:  
 
IN
 
 
*
Ms. Tamar Hahn holds directly 288,324 ordinary shares of the Issuer. In addition, Ms. Hahn holds 25% of the shares of Sinara Financing S.A., which holds 100% of the shares of Damar Chemicals Inc. (“Damar”). Damar directly holds 2,751,661 of the Issuer’s shares.

 
**
Calculated based on 36,418,741 shares of the Issuer outstanding as of December 31, 2015.
 
 
Page 4 of 10
 
 
CUSIP No.  M6240T 109
 
1
NAME OF REPORTING PERSON: Nicolas Rodolfo Hahn
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions):
(a)  o
(b)  o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Argentinian
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 5
SOLE VOTING POWER:  
 
288,325 Ordinary Shares
6
SHARED VOTING POWER:  
 
2,751,661 Ordinary Shares*
7
SOLE DISPOSITIVE POWER:  
 
288,325 Ordinary Shares
8
SHARED DISPOSITIVE POWER:   
 
2,751,661 Ordinary Shares*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 
 
3,039,986 Ordinary Shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
8.35%**
12
TYPE OF REPORTING PERSON:  
 
IN
 
 
*
Mr. Nicolas Rodolfo Hahn holds directly 288,325 ordinary shares of the Issuer. In addition, Mr. Hahn holds 25% of the shares of Sinara Financing S.A, which holds 100% of the shares of Damar Chemicals Inc. (“Damar”). Damar directly holds 2,751,661 of the Issuer’s shares.

 
**
Calculated based on 36,418,741 shares of the Issuer outstanding as of December 31, 2015.
 
 
Page 5 of 10
 
 
CUSIP No.  M6240T 109
 
1
NAME OF REPORTING PERSON: Estate of Mr. Ralf Hahn 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions):
(a)  o
(b)  o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Argentina
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 5
SOLE VOTING POWER:  
 
0 Ordinary Shares*
6
SHARED VOTING POWER:  
 
0 Ordinary Shares*
7
SOLE DISPOSITIVE POWER:
 
0 Ordinary Shares*
8
SHARED DISPOSITIVE POWER:   
 
0 Ordinary Shares*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 
 
0 Ordinary Shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (10):
 
0%
12
TYPE OF REPORTING PERSON:  
 
OO
_________________
 
*
The estate of Mr. Ralf Hahn directly held 1,660,296 ordinary shares of the Issuer and indirectly held 2,751,661 ordinary shares of the Issuer through Damar Chemicals Inc., a company registered in Panama (“Damar”) that was indirectly wholly-owned by Mr. Ralf Hahn.  The estate of Mr. Ralf Hahn possessed voting and investment power over the shares held by Damar. Mr. Jonathan Hahn had been appointed as provisional estate administrator of the estate of Mr. Ralf Hahn, other than with respect to assets located in Israel, with respect to which Mr. Reuven Behar had been appointed as the provisional estate administrator.  Accordingly, Mr. Jonathan Hahn had the right to exercise the voting and investment power over the 2,751,661 ordinary shares of the Issuer held by Damar and Mr. Reuven Behar had the right to exercise the voting and investment power over the 1,660,296 ordinary shares of the Issuer held directly by the estate of Mr. Ralf Hahn.
 
 
 
On February 15, 2015 the Israeli court issued an Inheritance Order, according to which, each of Jonathan Hahn, Tamar Hahn, Dana Hahn and Nicolas Rodolfo Hahn were granted 19.43% of the Issuer’s shares held by the estate of Mr. Ralf Hahn.
 
 
 
Page 6 of 10
 
 
CUSIP No.  M6240T 109
 
Item 1.

 
(a)
Name of Issuer:  Kamada Ltd.
 
 
(b)
Address of Issuer’s Principal Executive Offices:
 
7 Sapir Street
 
Kiryat Weizmann Science Park
 
P.O Box 4081
 
Ness Ziona 74140, Israel
 
Item 2.

 
(a)
Name of Person Filing:
 
 
Damar Chemicals Inc.
 
Jonathan Hahn
 
Tamar Hahn
 
Nicolas Rodolfo Hahn
 
Estate of Mr. Ralf Hahn
 
 
I.R.S. Identification No. of above person (entities only): N/A

 
(b)
Address of Principal Business Office or, if none, Residence: Encarnación Ezcurra 365, Piso 3, C1107CLA, Buenos Aires, Argentina
 
 
(c)
Citizenship: Argentinean

 
(d)
Title of Class of Securities:  Ordinary Shares, par value NIS 1.0 per share (“Ordinary Shares”)

 
(e)
CUSIP Number: M6240T 109

Item 3.  Not applicable

Item 4.  Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
 
Damar Chemicals Inc. 2,751,661 Ordinary Shares
Jonathan Hahn 3,065,502 Ordinary Shares
Tamar Hahn 3,039,985 Ordinary Shares
Nicolas Rodolfo Hahn 3,039,986 Ordinary Shares
Estate of Mr. Ralf Hahn 0 Ordinary Shares
 
(b)  
Percent of class:

Damar Chemicals Inc. 7.56%*
Jonathan Hahn 8.42%*
Tamar Hahn 8.35%*
Nicolas Rodolfo Hahn 8.35%*
Estate of Mr. Ralf Hahn 0%*
 
 
(c)
Number of shares as to which person has:

 
(i)
Sole power to vote or to direct the vote:  See Item 5 of each cover page.

 
(ii)
Shared power to vote or to direct the vote:  See Item 6 of each cover page.

 
(iii)
Sole power to dispose or to direct the disposition of:  See Item 7 of each cover page.

 
(iv)
Shared power to dispose or to direct the disposition of:  See Item 8 of each cover page.
 
*     Calculated based on 36,418,741 ordinary shares of the Issuer outstanding as of December 31, 2015.
 
 
Page 7 of 10
 
 
CUSIP No.  M6240T 109

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    o

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

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable.
 
 
Page 8 of 10
 

CUSIP No.  M6240T 109

SIGNATURES

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

Date:  February 15, 2016
 
 
Damar Chemicals Inc.
 
  
 
/s/ Jonathan Hahn
  
  By: Jonathan Hahn  
  Title: Holder Power of Attorney  
     
 
Jonathan Hahn
/s/ Jonathan Hahn
  
     
 
Tamar Hahn
/s/ Tamar Hahn
  
     
 
Nicolas Rodolfo Hahn
/s/ Nicolas Rodolfo Hahn
  
 
 
Estate of Mr. Ralf Hahn
 		  
 
 /s/ Jonathan Hahn                                 /s/ Reuven Behar  
  By: Jonathan Hahn                        By: Reuven Behar  
  Title: Former Administrator   Title: Former Administrator  
 
 
Page 9 of 10
 

CUSIP No.  M6240T 109
 
EXHIBIT NO.
DESCRIPTION
   
Exhibit 99.1
Joint Filing Agreement, dated February 15, 2016
 
Page 10 of 10






 EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 exhibit_99-1.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Kamada Ltd.  In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to Ordinary Shares, par value NIS 1.0 per share, of Kamada Ltd. beneficially owned by each of them.

Date:  February 15, 2016
 
 
Damar Chemicals Inc.
 
  
 
/s/ Jonathan Hahn
  
  By: Jonathan Hahn  
  Title: Holder Power of Attorney  
     
 
Jonathan Hahn
/s/ Jonathan Hahn
  
     
 
Tamar Hahn
/s/ Tamar Hahn
  
     
 
Nicolas Rodolfo Hahn
/s/ Nicolas Rodolfo Hahn
  
 
 
Estate of Mr. Ralf Hahn
 		  
 
 /s/ Jonathan Hahn                                 /s/ Reuven Behar  
  By: Jonathan Hahn                        By: Reuven Behar  
  Title: Former Administrator   Title: Former Administrator