0001072613-15-000184.txt : 20150218 0001072613-15-000184.hdr.sgml : 20150216 20150217114315 ACCESSION NUMBER: 0001072613-15-000184 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: DELTA FUND I (ISRAEL) L.P. GROUP MEMBERS: GMULOT DELTA FUND L.P. GROUP MEMBERS: POALIM DELTA FUND L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Borderfree, Inc. CENTRAL INDEX KEY: 0001277141 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88623 FILM NUMBER: 15619567 BUSINESS ADDRESS: STREET 1: SUITE 1902 STREET 2: 555 8TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2122993500 MAIL ADDRESS: STREET 1: 55 W. 39TH ST STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: FiftyOne, Inc. DATE OF NAME CHANGE: 20100512 FORMER COMPANY: FORMER CONFORMED NAME: E4X INC DATE OF NAME CHANGE: 20040121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Delta Fund I, L.P. CENTRAL INDEX KEY: 0001602654 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BORDERFREE, INC. STREET 2: 292 MADISON AVENUE, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-299-3500 MAIL ADDRESS: STREET 1: BORDERFREE, INC. STREET 2: 292 MADISON AVENUE, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 delta13g_17768.htm BORDERFREE, INC. delta13g_17768.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

______________
 
 
SCHEDULE 13G

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

 
 
Borderfree, Inc.
(Name of Issuer)

 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
 
09970L100
(CUSIP Number)
 
 
Lilach Peer
Controller
Delta Ventures Ltd.
Kibbutz Glil-Yam, P.O.B 163
Herzliya 46905, Israel
Tel +972-9-951-7755
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 
December 31, 2014
(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 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).
 
 
 
 
CUSIP No. 09970L100
13G
Page 2 of 9
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Delta Fund I, L.P.
EIN: 98-0220262
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
 
Cayman Islands
 
 
NUMBER OF
5
SOLE VOTING POWER
 
2,552,523 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
2,552,523 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,552,523 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 9
 
8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
CUSIP No. 09970L100
13G
Page 3 of 9
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Delta Fund I (Israel), L.P.
EIN: 98-0427065
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
 
Israel
 
 
NUMBER OF
5
SOLE VOTING POWER
 
138,412 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
138,412 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
138,412 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 9
 
0.4%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
CUSIP No. 09970L100
13G
Page 4 of 9
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Poalim Delta Fund, L.P.
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
 
Israel
 
 
NUMBER OF
5
SOLE VOTING POWER
 
154,650 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
154,650 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
154,650 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 9
 
0.5%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
CUSIP No. 09970L100
13G
Page 5 of 9
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gmulot Delta Fund, L.P.
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
 
Israel
 
 
NUMBER OF
5
SOLE VOTING POWER
 
309,302 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
309,302 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
309,302 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 9
 
1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

 
 
 
CUSIP No. 09970L100
13G
Page 6 of 9
 
 
Item 1.
 
 
(a)
Name of Issuer
Borderfree, Inc.
     
 
(b)
Address of Issuer’s Principal Executive Offices
292 Madison Avenue, 5th Floor,  New York, New York 10017
     
 
Item 2.
 
 
(a)
Name of Person Filing
(i)    Delta Fund I, L.P.
(ii)   Delta Fund I (Israel), L.P.
(iii)  Poalim Delta Fund, L.P.
(iv)  Gmulot Delta Fund, L.P.
 
All entities listed in clauses (i) through (iv) are referred to herein collectively as the “Reporting Persons”.
     
 
(b)
Address of the Principal Office or, if none, residence
Delta Ventures Ltd., Kibbutz Glil-Yam P.O.B 163, Herzelia, Israel 46905
     
 
(c)
Citizenship
Delta Fund I, L.P. – Cayman Islands
Poalim Delta Fund, L.P., Delta Fund I (Israel), L.P., Gmulot Delta Fund, L.P. - ISRAEL
     
 
(d)
Title of Class of Securities
Common stock, par value $0.01 per share
     
 
(e)
CUSIP Number
09970L100
     
 
Item 3.  If this statement is filed pursuant to §§240.13d-1(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-1(b)(1)(ii)(E);
       
 
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
¨
A parent holding company or control person in accordance with §240.13d-1(b)(1)(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)
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Not applicable.
       
 
 
 
 
CUSIP No. 09970L100
13G
Page 7 of 9
 
 
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:  Please see row 9 of the cover pages of the respective Reporting Persons.
         
 
(b)
  
Percent of class:  Please see row 11 of the cover pages of the respective Reporting Persons. All percentages appearing in the cover pages are based on 31,812,644 outstanding shares of Common Stock of the Issuer as of November 3, 2014 (based on information reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the SEC on November 5, 2014).
         
 
(c)
  
Number of shares as to which the person has:  
         
     
(i)
Sole power to vote or to direct the vote:  Please see row 5 of the cover pages of the respective Reporting Persons and the response to Item 4(a) above.
         
     
(ii)
Shared power to vote or to direct the vote:   Please see row 6 of the cover pages of the respective Reporting Persons and the response to Item 4(a) above.
         
     
(iii)
Sole power to dispose or to direct the disposition of:  Please see row 7 of the cover pages of the respective Reporting Persons and the response to Item 4(a) above.
         
     
(iv)
Shared power to dispose or to direct the disposition of:  Please see row 8 of the cover pages of the respective Reporting Persons and the response to Item 4(a) above.
 
The shares may be deemed to be beneficially owned by (i) Delta Ventures Ltd. (“DVL”), the general partner of each of Poalim Delta Fund, L.P., Delta Fund I (Israel), L.P. and Gmulot Delta Fund, L.P., and (ii) Delta Ventures (Cayman), Ltd. (“DVL Cayman,” and together with DVL, “Delta Ventures”), the general partner of Delta Fund I, L.P.  Delta Ventures is managed, directly or indirectly, by the following individuals: Ben Harel, Mark Chais and Ofer Timor (our director), none of whom has sole voting or investment power of such shares and each of whom has shared voting and investment power of such shares.
         
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
 
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     ¨.
 
Instruction. Dissolution of a group requires a response to this item.
 
 
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.
 
 
 
CUSIP No. 09970L100
13G
Page 8 of 9
 
 
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.
 

DELTA FUND I, L.P.

By:  DELTA VENTURES (CAYMAN), LTD.
Its General Partner

By:           /s/ Ofer Timor                          
Name: Ofer Timor
Its: Managing Director

By:           /s/ Ben Harel                           
Name: Ben Harel
Its: Managing Director

Dated: February 17, 2015



DELTA FUND I (ISRAEL), L.P.
 
By:  DELTA VENTURES LTD.,
Its General Partner

By:           /s/ Ofer Timor                          
Name: Ofer Timor
Its: Managing Director

By:           /s/ Ben Harel                           
Name: Ben Harel
Its: Managing Director

Dated: February 17, 2015
 

 
POALIM DELTA FUND, L.P.
 
By:  DELTA VENTURES LTD.,
Its General Partner

By:           /s/ Ofer Timor                          
Name: Ofer Timor
Its: Managing Director

By:           /s/ Ben Harel                           
Name: Ben Harel
Its: Managing Director

Dated: February 17, 2015


 
GMULOT DELTA FUND, L.P.
 
By:  DELTA VENTURES LTD.,
Its General Partner

By:           /s/ Ofer Timor                          
Name: Ofer Timor
Its: Managing Director

By:           /s/ Ben Harel                           
Name: Ben Harel
Its: Managing Director

Dated: February 17, 2015
 
 
 
CUSIP No. 09970L100
13G
Page 9 of 9
 
 
EXHIBIT 1
 
 
JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree on this 17th day of February, 2015, to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

DELTA FUND I, L.P.

By:  DELTA VENTURES (CAYMAN), LTD.
Its General Partner

By:           /s/ Ofer Timor                                
Name: Ofer Timor
Its: Managing Director

By:           /s/ Ben Harel                              
Name: Ben Harel
Its: Managing Director
 

 
DELTA FUND I (ISRAEL), L.P.

By:  DELTA VENTURES LTD.,
Its General Partner

By:           /s/ Ofer Timor                              
Name: Ofer Timor
Its: Managing Director

By:           /s/ Ben Harel                               
Name: Ben Harel
Its: Managing Director

 
 
POALIM DELTA FUND, L.P.

By: DELTA VENTURES LTD.,
Its General Partner

By:           /s/ Ofer Timor                            
Name: Ofer Timor
Its: Managing Director

By:           /s/ Ben Harel                             
Name: Ben Harel
Its: Managing Director

 
 
GMULOT DELTA FUND, L.P.
 
By: DELTA VENTURES LTD.,
Its General Partner

By:           /s/ Ofer Timor                            
Name: Ofer Timor
Its: Managing Director

By:           /s/ Ben Harel                             
Name: Ben Harel
Its: Managing Director