CUSIP No. M6184R101
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1.
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NAMES OF REPORTING PERSONS
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IGP Digital Interaction Limited Partnership
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
(b) ☒
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (See Instructions)
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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2,063,934
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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2,063,934
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,063,934
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.5% (1)
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14.
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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(1) |
This percentage is calculated based on 5,820,638 ordinary shares issued and outstanding (excluding treasury shares) as of March 31, 2018, based on information disclosed in the issuer’s annual report on Form 20-F for the year ended December 31, 2017, filed with the Securities and Exchange Commission on April 30, 2018.
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CUSIP No. M6184R101
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1.
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NAMES OF REPORTING PERSONS
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Growth Partners (Lichtman & Shani), Limited Partnership
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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|||
(a) ☐
(b) ☒
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||||
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|||
3.
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SEC USE ONLY
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|||
4.
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SOURCE OF FUNDS (See Instructions)
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AF
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||
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|
|||
5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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||
☐
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||
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|
|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
|
|
|
||
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8.
|
SHARED VOTING POWER
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
||
☐
|
|
|
||
|
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
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35.5% (1)
|
|
|
||
|
|
|||
14.
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
PN
|
|
|
||
|
|
(1) |
This percentage is calculated based on 5,820,638 ordinary shares issued and outstanding (excluding treasury shares) as of March 31, 2018, based on information disclosed in the issuer’s annual report on Form 20-F for the year ended December 31, 2017, filed with the Securities and Exchange Commission on April 30, 2018.
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CUSIP No. M6184R101
|
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1.
|
NAMES OF REPORTING PERSONS
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|
|
|
|
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I.G.P Lichtman and Shani LTD
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|||
(a) ☐
(b) ☒
|
||||
|
|
|||
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4.
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
AF
|
|
|
||
|
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
||
☐
|
|
|
||
|
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Israel
|
|
|
||
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8.
|
SHARED VOTING POWER
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
||
☐
|
|
|
||
|
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
35.5% (1)
|
|
|
||
|
|
|||
14.
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
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|
||
|
|
(1) |
This percentage is calculated based on 5,820,638 ordinary shares issued and outstanding (excluding treasury shares) as of March 31, 2018, based on information disclosed in the issuer’s annual report on Form 20-F for the year ended December 31, 2017, filed with the Securities and Exchange Commission on April 30, 2018.
|
CUSIP No. M6184R101
|
||||
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
|||
Haim Shani
|
|
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|||
(a) ☐
(b) ☒
|
||||
|
|
|||
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4.
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
AF
|
|
|
||
|
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
||
☐
|
|
|
||
|
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Israel
|
|
|
||
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8.
|
SHARED VOTING POWER
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
||
☐
|
|
|
||
|
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
35.5% (1)
|
|
|
||
|
|
|||
14.
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
IN
|
|
|
||
|
|
(1) |
This percentage is calculated based on 5,820,638 ordinary shares issued and outstanding (excluding treasury shares) as of March 31, 2018, based on information disclosed in the issuer’s annual report on Form 20-F for the year ended December 31, 2017, filed with the Securities and Exchange Commission on April 30, 2018.
|
CUSIP No. M6184R101
|
||||
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
|||
Moshe Lichtman
|
|
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|||
(a) ☐
(b) ☒
|
||||
|
|
|||
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4.
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
AF
|
|
|
||
|
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
||
☐
|
|
|
||
|
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Israel
|
|
|
||
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8.
|
SHARED VOTING POWER
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,063,934
|
|
|
||
|
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
||
☐
|
|
|
||
|
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
35.5% (1)
|
|
|
||
|
|
|||
14.
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
IN
|
|
|
||
|
|
(1) |
This percentage is calculated based on 5,820,638 ordinary shares issued and outstanding (excluding treasury shares) as of March 31, 2018, based on information disclosed in the issuer’s annual report on Form 20-F for the year ended December 31, 2017, filed with the Securities and Exchange Commission on April 30, 2018.
|
(i) |
the Purchase Agreement, under which IGP DILP possesses certain nomination rights with respect to the Issuer’s Board (which are contingent on IGP DILP holding a certain minimum percentage of the outstanding Ordinary Shares) and certain information rights;
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(ii) |
the voting undertakings from certain existing Company shareholders that support the Issuer’s undertaking to provide the above-referenced Board nomination rights to IGP DILP; and
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(iii) |
the Registration Rights Agreement, under which IGP DILP is entitled to certain demand and “piggyback” registration rights for the resale of its Ordinary Shares, which appear in Item 6 of Amendment No. 1,
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Exhibit
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Description
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99.1*
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Joint Filing Agreement, dated November 17, 2016
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99.2**
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Share Purchase Agreement between IGP DILP and Robert B. Ashton, dated September 26, 2016
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99.3**
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Securities Purchase Agreement by and between the Issuer and IGP DILP
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99.4**
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Form of Irrevocable Voting Undertaking in favor of IGP DILP
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99.5**
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Form of Unilateral Voting Undertaking
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99.6***
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Registration Rights Agreement by and between the Issuer and IGP DILP
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GROWTH PARTNERS (LICHTMAN & SHANI), LIMITED PARTNERSHIP
By: I.G.P Lichtman and Shani Ltd,
its General Partner
By: /s/ Uri Erde
Name: Uri Erde
Title: Partner
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I.G.P LICHTMAN AND SHANI LTD
By: /s/ Uri Erde
Name: Uri Erde
Title: Partner
/s/ Moshe Lichtman
MOSHE LICHTMAN
/s/ Haim Shani
HAIM SHANI
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