0001193125-15-038746.txt : 20150209 0001193125-15-038746.hdr.sgml : 20150209 20150209131357 ACCESSION NUMBER: 0001193125-15-038746 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150209 DATE AS OF CHANGE: 20150209 GROUP MEMBERS: CAROLYN KINDLE GROUP MEMBERS: CHRISTINE B. TAYLOR GROUP MEMBERS: JACK TAYLOR FAMILY VOTING TRUST U/A/D 4/14/99 GROUP MEMBERS: JO ANN T. KINDLE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mobileye N.V. CENTRAL INDEX KEY: 0001607310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88520 FILM NUMBER: 15587670 BUSINESS ADDRESS: STREET 1: HAR HOTZVIM, 13 HARTOM STREET STREET 2: NO. 45157 CITY: JERUSALEM STATE: L3 ZIP: 97775 BUSINESS PHONE: 972-2-541-7333 MAIL ADDRESS: STREET 1: HAR HOTZVIM, 13 HARTOM STREET STREET 2: NO. 45157 CITY: JERUSALEM STATE: L3 ZIP: 97775 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR ANDREW C CENTRAL INDEX KEY: 0001180453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SC 13G 1 d868078dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Mobileye N.V.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

N51488117

(CUSIP Number)

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:

¨ Rule 13d-1(b)

¨ 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, as amended (the “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. N51488117

 

1. 

NAMES OF REPORTING PERSONS:

 

Andrew C. Taylor

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

a.  ¨        b.   ¨

 

3.

SEC USE ONLY:

 

¨

4.

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  5.        

  SOLE VOTING POWER:

 

  0 shares

  6. 

  SHARED VOTING POWER:

 

  14,326,6501 shares

  7. 

  SOLE DISPOSITIVE POWER:

 

  0 shares

  8. 

  SHARED DISPOSITIVE POWER:

 

  14,326,6501 shares

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

14,326,6501 shares

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

6.7%2

12.

TYPE OF REPORTING PERSON (See Instructions):

 

IN

 

1  Shares are held of record by Enterprise Holdings, Inc., a Missouri corporation, which is indirectly controlled by the Reporting Persons filing this Schedule 13G.
2  Based on 214,553,561 ordinary shares outstanding as of December 31, 2014 as reported in the Issuer’s Prospectus (the “Prospectus”) filed January 21, 2015 (Reg. No. 333-201614).


CUSIP No. N51488117

 

1. 

NAMES OF REPORTING PERSONS:

 

Jo Ann T. Kindle

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

a.  ¨        b.   ¨

 

3.

SEC USE ONLY:

 

¨

4.

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  5.        

  SOLE VOTING POWER:

 

  0 shares

  6. 

  SHARED VOTING POWER:

 

  14,326,6503 shares

  7. 

  SOLE DISPOSITIVE POWER:

 

  0 shares

  8. 

  SHARED DISPOSITIVE POWER:

 

  14,326,6503 shares

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

14,326,6503 shares

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

6.7%4

12.

TYPE OF REPORTING PERSON (See Instructions):

 

IN

 

3  Shares are held of record by Enterprise Holdings, Inc., a Missouri corporation, which is indirectly controlled by the Reporting Persons filing this Schedule 13G.
4  Based on 214,553,561 ordinary shares outstanding as of December 31, 2014 as reported in the Prospectus.


CUSIP No. N51488117

 

1. 

NAMES OF REPORTING PERSONS:

 

Christine B. Taylor

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

a.  ¨        b.   ¨

 

3.

SEC USE ONLY:

 

¨

4.

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  5.        

  SOLE VOTING POWER:

 

  0 shares

  6. 

  SHARED VOTING POWER:

 

  14,326,6505 shares

  7. 

  SOLE DISPOSITIVE POWER:

 

  0 shares

  8. 

  SHARED DISPOSITIVE POWER:

 

  14,326,6505 shares

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

14,326,6505 shares

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

6.7%6

12.

TYPE OF REPORTING PERSON (See Instructions):

 

IN

 

5  Shares are held of record by Enterprise Holdings, Inc., a Missouri corporation, which is indirectly controlled by the Reporting Persons filing this Schedule 13G.
6  Based on 214,553,561 ordinary shares outstanding as of December 31, 2014 as reported in the Prospectus.


CUSIP No. N51488117

 

1. 

NAMES OF REPORTING PERSONS:

 

Carolyn Kindle

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

a.  ¨        b.   ¨

 

3.

SEC USE ONLY:

 

¨

4.

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  5.        

  SOLE VOTING POWER:

 

  0 shares

  6. 

  SHARED VOTING POWER:

 

  14,326,6507 shares

  7. 

  SOLE DISPOSITIVE POWER:

 

  0 shares

  8. 

  SHARED DISPOSITIVE POWER:

 

  14,326,6507 shares

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

14,326,6507 shares

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

6.7%8

12.

TYPE OF REPORTING PERSON (See Instructions):

 

IN

 

7  Shares are held of record by Enterprise Holdings, Inc., a Missouri corporation, which is indirectly controlled by the Reporting Persons filing this Schedule 13G.
8  Based on 214,553,561 ordinary shares outstanding as of December 31, 2014 as reported in the Prospectus.


CUSIP No. N51488117

 

1. 

NAMES OF REPORTING PERSONS:

 

Jack Taylor Family Voting Trust U/A/D 4/14/99

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

a.  ¨        b.   ¨

 

3.

SEC USE ONLY:

 

¨

4.

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  5.        

  SOLE VOTING POWER:

 

  0 shares

  6. 

  SHARED VOTING POWER:

 

  14,326,6509 shares

  7. 

  SOLE DISPOSITIVE POWER:

 

  0 shares

  8. 

  SHARED DISPOSITIVE POWER:

 

  14,326,6509 shares

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

14,326,6509 shares

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

6.7%10

12.

TYPE OF REPORTING PERSON (See Instructions):

 

OO

 

9  Shares are held of record by Enterprise Holdings, Inc., a Missouri corporation, which is indirectly controlled by the Reporting Persons filing this Schedule 13G.
10  Based on 214,553,561 ordinary shares outstanding as of December 31, 2014 as reported in the Prospectus.


CUSIP No. N51488117

 

Item 1. (a)         Name of Issuer:

Mobileye N.V.

 

  (b)    Address of Issuer’s Principal Executive Offices:

Har Hotzvim

13 Hartom Street

Jerusalem 97775, Israel

 

Item 2. (a)         Name of Person Filing:

This Schedule 13G is being jointly filed by the following persons: the Jack Taylor Family Voting Trust U/A/D 4/14/99, a trust organized under the laws of the State of Missouri (the “Trust”), and Andrew C. Taylor, Jo Ann T. Kindle, Christine B. Taylor and Carolyn Kindle, as voting trustees under the Trust. Collectively, they are referred to herein as the “Reporting Persons.” The shares covered by this Schedule 13G are held of record by Enterprise Holdings, Inc., a Missouri corporation and wholly-owned subsidiary of The Crawford Group, Inc., a Missouri corporation (“Crawford”), which is controlled by the Reporting Persons.

Attached as Exhibit 99.1 hereto, which is incorporated by reference herein, is an agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them. The Trust was established by Jack Taylor, the founder of Crawford. The individual Reporting Persons share voting and investment power with respect to the Trust.

 

  (b)    Address of Principal Business Office or, if None, Residence:

The business address of each Reporting Person is:

600 Corporate Park Drive

St. Louis, Missouri 63105

 

  (c)    Citizenship:

Andrew C. Taylor: United States

Jo Ann T. Kindle: United States

Christine B. Taylor: United States

Carolyn Kindle: United States

Trust: United States

 

  (d)    Title of Class of Securities:

Ordinary Shares

 

  (e)    CUSIP Number:

N51488117


CUSIP No. N51488117

 

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. 809-8)

(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)(ii)(G)

(h)

¨   A savings association 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. 80-a-3)

(j)

¨   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

¨   Group, in accordance with § 240.13d-1(b)(1)(ii)(J)
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:                         
Item 4.

Ownership.

The information in items 1 and 5-11 on each of the cover pages of this Schedule 13G is hereby incorporated by reference.
Enterprise Holdings, Inc. is the record holder of 14,326,650 ordinary shares of the Issuer, which represents approximately 6.7% of the outstanding ordinary shares. Enterprise Holdings, Inc. is a wholly-owned subsidiary of The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons. The voting and investment power over the shares covered by this Schedule 13G is shared by the Reporting Persons.


CUSIP No. N51488117

 

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: [    ]

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

N/A

 

Item 8. Identification and Classification of Members of the Group.

N/A

 

Item 9. Notice of Dissolution of Group.

N/A

 

Item 10. Certifications.

N/A

 

Item 11. Material to be Filed as Exhibits

 

Exhibit 99.1 Joint Filing Agreement dated February 4, 2015


CUSIP No. N51488117

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.

Dated: February 9, 2015

 

JACK TAYLOR FAMILY VOTING TRUST U/A/D

4/14/99

By

/s/Andrew C. Taylor

Name: Andrew C. Taylor

Title:

Voting Trustee
By

/s/ Christine B. Taylor

Name: Christine B. Taylor
Title: Voting Trustee
By

/s/ Carolyn Kindle

Name: Carolyn Kindle
Title: Voting Trustee

 

ANDREW C. TAYLOR

/s/ Andrew C. Taylor

 

JO ANN T. KINDLE

/s/ Jo Ann T. Kindle

 

CHRISTINE B. TAYLOR

/s/ Christine B. Taylor

 

CAROLYN KINDLE

/s/ Carolyn Kindle

EX-99.1 2 d868078dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement (this “Agreement”) is made and entered into as of February 4, 2015 by and among the Jack Taylor Family Voting Trust U/A/D 4/14/99, a trust organized under the laws of the State of Missouri (the “Trust”), and Andrew C. Taylor, Jo Ann T. Kindle, Christine B. Taylor and Carolyn Kindle, each of which individuals are voting trustees under the Trust (collectively, the “Trustees”). The Trust and the Trustees are collectively referred to herein as the “Reporting Persons”.

Recitals

WHEREAS, the Reporting Persons share voting and investment power with respect to certain ordinary shares (the “Shares”) of Mobileye N.V., a company organized under the laws of The Netherlands (the “Company”), which are owned of record by Enterprise Holdings, Inc., a Missouri corporation and wholly owned subsidiary of The Crawford Group Inc., a Missouri corporation which is controlled by the Reporting Persons, and which shares constitute more than 5% of the issued and outstanding ordinary shares of the Company, a class of equity securities registered under the Securities Act of 1933, as amended;

WHEREAS, Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Act”), requires beneficial owners of more than 5% of any class of registered equity securities of a public company to file with the U.S. Securities and Exchange Commission (the “SEC”) a Schedule 13D or Schedule 13G with respect to such securities;

WHEREAS, in accordance with Rule 13d-1(k) of the Act, whenever two or more persons are required to file a statement with the SEC containing the information required by Schedule 13D or Schedule 13G with respect to the same securities, only one such statement need be filed, provided that such persons agree in writing that such statement is filed on behalf of each of them; and

WHEREAS, the Reporting Persons desire to file with the SEC, on behalf of each of them, one statement containing the information required by Schedule 13G with respect to the Shares.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. In accordance with Rule 13d-1(k) under the Act, the parties shall file with the SEC one statement containing the information required by Schedule 13G relating to the parties’ beneficial ownership of the Shares and such statement shall be filed on behalf of each of the Reporting Persons and this Agreement shall be filed as an exhibit thereto. Further, the parties agree each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

2. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of the Company including the Shares.


3. This Agreement and the rights and obligations of the parties hereunder are to be governed by and construed and interpreted in accordance with the laws of the State of Missouri, without regard to choice or conflict of laws rules. This Agreement may be executed by the parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on the parties notwithstanding that both parties are not signatories to the same counterpart. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. Any party may withdraw from this Agreement by delivering written notice to each other party at least seven (7) days prior to the effective date of such withdrawal, in which case this Agreement shall terminate solely with respect to such withdrawing party. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

[signature page follows]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

JACK TAYLOR FAMILY VOTING TRUST U/A/D

4/14/99

By

/s/Andrew C. Taylor

Name: Andrew C. Taylor
Title: Voting Trustee
By

/s/ Christine B. Taylor

Name: Christine B. Taylor
Title: Voting Trustee
By

/s/ Carolyn Kindle

Name: Carolyn Kindle
Title: Voting Trustee

 

ANDREW C. TAYLOR

/s/ Andrew C. Taylor

 

JO ANN T. KINDLE

/s/ Jo Ann T. Kindle

 

CHRISTINE B. TAYLOR

/s/ Christine B. Taylor

 

CAROLYN KINDLE

/s/ Carolyn Kindle