0000950103-22-002311.txt : 20220209 0000950103-22-002311.hdr.sgml : 20220209 20220209172330 ACCESSION NUMBER: 0000950103-22-002311 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220209 DATE AS OF CHANGE: 20220209 GROUP MEMBERS: APTIV FINANCIAL SERVICES (LUXEMBOURG) S.A.R.L. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Otonomo Technologies Ltd. CENTRAL INDEX KEY: 0001842498 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92810 FILM NUMBER: 22608380 BUSINESS ADDRESS: STREET 1: 16 ABBA EBAN BLVD. CITY: HERZELIYA PITUACH STATE: L3 ZIP: 467256 BUSINESS PHONE: 972-547930687 MAIL ADDRESS: STREET 1: 16 ABBA EBAN BLVD. CITY: HERZELIYA PITUACH STATE: L3 ZIP: 467256 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aptiv PLC CENTRAL INDEX KEY: 0001521332 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5 HANOVER QUAY STREET 2: GRAND CANAL DOCK CITY: DUBLIN STATE: L2 ZIP: D02 VY79 BUSINESS PHONE: 353-1-259-7013 MAIL ADDRESS: STREET 1: 5 HANOVER QUAY STREET 2: GRAND CANAL DOCK CITY: DUBLIN STATE: L2 ZIP: D02 VY79 FORMER COMPANY: FORMER CONFORMED NAME: Delphi Automotive PLC DATE OF NAME CHANGE: 20110520 SC 13G 1 dp166917_sc13g.htm FORM SC 13G

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G
(Amendment No.)*

 

Under the Securities Exchange Act of 1934

 

OTONOMO TECHNOLOGIES LTD.
(Name of Issuer)

 

Ordinary Shares, no par value
(Title of Class of Securities)

 

M7571L103
(CUSIP Number)

 

December 31, 2021
(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)

 

☒Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out of 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 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. M7571L103 Schedule 13G  
1

NAME OF REPORTING PERSON

 
Aptiv PLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Jersey

 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

- 0 -

6

SHARED VOTING POWER

 

9,398,274(1)

7

SOLE DISPOSITIVE POWER

 

- 0 -

8

SHARED DISPOSITIVE POWER

 

9,398,274(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,398,274

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.1%(2)

12

TYPE OF REPORTING PERSON

 

CO

           

(1) Represents the 9,398,274 Ordinary Shares of the Issuer held of record by Aptiv Financial Services (Luxembourg) S.à.r.l. Aptiv Financial Services (Luxembourg) S.à.r.l. is a wholly-owned subsidiary of Aptiv PLC.

 

(2) This percentage is calculated based on 132,214,733 shares of Ordinary Shares outstanding as of October 4, 2021, as reported in the Issuer’s Prospectus on Form 424B3 filed on November 3, 2021 (Registration File No. 333-260571).

 

 

 

CUSIP No. M7571L103 Schedule 13G  
1

NAME OF REPORTING PERSON

 
Aptiv Financial Services (Luxembourg) S.à.r.l.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

- 0 - 

6

SHARED VOTING POWER

 

9,398,274(1) 

7

SOLE DISPOSITIVE POWER

 

- 0 - 

8

SHARED DISPOSITIVE POWER

 

9,398,274(1) 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,398,274 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.1%(2) 

12

TYPE OF REPORTING PERSON

 

OO 

           

(1) Represents the 9,398,274 Ordinary Shares of the Issuer held of record by Aptiv Financial Services (Luxembourg) S.à.r.l. Aptiv Financial Services (Luxembourg) S.à.r.l. is a wholly-owned subsidiary of Aptiv PLC.

 

(2) This percentage is calculated based on 132,214,733 shares of Ordinary Shares outstanding as of October 4, 2021, as reported in the Issuer’s Prospectus on Form 424B3 filed on November 3, 2021 (Registration File No. 333-260571).

 

 

 

 

Item 1(a). Name of Issuer:

 

Otonomo Technologies Ltd. (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

c/o Otonomo Technologies Ltd.
16 Abba Eban Blvd.
Herzliya Pituach 467256, Israel

 

Item 2(a). Name of Person Filing:

 

Aptiv PLC
Aptiv Financial Services (Luxembourg) S.à.r.l.
Each of the above, a “Reporting Person”.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

Aptiv PLC – 5 Hanover Quay, Grand Canal Dock, Dublin, D02 VY79, Ireland
Aptiv Financial Services (Luxembourg) S.à.r.l. – 12c , rue Guillaume J. Kroll L-1882 Luxembourg

 

Item 2(c). Citizenship:

 

Aptiv PLC – Ireland
Aptiv Financial Services (Luxembourg) S.à.r.l. – Luxembourg

 

Item 2(d). Titles of Classes of Securities:

 

Ordinary Shares, no par value.

 

Item 2(e). CUSIP Number:

 

M7571L103

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

(a) ☐   Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b) ☐   Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c)
(c) ☐   Insurance company as defined in Section 3(a)(19) of the Exchange 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) ☐   Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) ☐   Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g) ☐   Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h) ☐   Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ☐   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) ☐   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)(K).

 

 

 

 

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

 

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

 

(a)The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

 

(b)The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.

 

(c)The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

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.

 

 

 

 

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, 2022

 

  Aptiv PLC
   
   
  By: /s/ Katherine H. Ramundo
    Name: Katherine H. Ramundo
    Title: Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary

 

 

  Aptiv Financial Services (Luxembourg) S.à.r.l.
   
   
  By: /s/ Darren M. Byrka
    Name: Darren M. Byrka
    Title: Director

 

 

 

 

 

Exhibit Index

 

Exhibit Description
Exhibit A

Joint Filing Agreement dated, February 9, 2022, by and between Aptiv PLC and Aptiv Financial Services (Luxembourg) S.à.r.l.

 

 

 

 

 

Exhibit A

 

Joint Filing Agreement

 

The undersigned hereby agrees that they are filing jointly pursuant to Rule 13-d-1(k)(1) of the Securities Exchange Act of 1934, as amended, with respect to Otonomo Technologies, Ltd. The undersigned further agree and acknowledge that such shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated: February 9, 2022

 

  Aptiv PLC
   
   
  By: /s/ Katherine H. Ramundo
    Name: Katherine H. Ramundo
    Title: Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary

 

 

 

  Aptiv Financial Services (Luxembourg) S.à.r.l.
   
   
  By: /s/ Darren M. Byrka
    Name: Darren M. Byrka
    Title: Manager