0001104659-21-126662.txt : 20211015 0001104659-21-126662.hdr.sgml : 20211015 20211015142404 ACCESSION NUMBER: 0001104659-21-126662 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20211015 DATE AS OF CHANGE: 20211015 GROUP MEMBERS: IBEX GP LLC GROUP MEMBERS: IBEX INVESTMENT HOLDINGS II LLC GROUP MEMBERS: IBEX INVESTMENT HOLDINGS LLC GROUP MEMBERS: IBEX ISRAEL FUND LLLP GROUP MEMBERS: JUSTIN B. BORUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ituran Location & Control Ltd. CENTRAL INDEX KEY: 0001337117 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81196 FILM NUMBER: 211325751 BUSINESS ADDRESS: STREET 1: 3 HASHIKMA STREET CITY: AZOOR STATE: L3 ZIP: 58001 BUSINESS PHONE: 972-3-557-1333 MAIL ADDRESS: STREET 1: 3 HASHIKMA STREET CITY: AZOOR STATE: L3 ZIP: 58001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ibex Investors LLC CENTRAL INDEX KEY: 0001531964 IRS NUMBER: 331042318 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 260 N. JOSEPHINE STREET STREET 2: SUITE 300 CITY: DENVER STATE: CO ZIP: 80206 BUSINESS PHONE: 303-500-8821 MAIL ADDRESS: STREET 1: 260 N. JOSEPHINE STREET STREET 2: SUITE 300 CITY: DENVER STATE: CO ZIP: 80206 FORMER COMPANY: FORMER CONFORMED NAME: Lazarus Management Co LLC DATE OF NAME CHANGE: 20111004 SC 13G 1 tm2130119d1_sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

 

 Ituran Location and Control Ltd.

(Name of Issuer)

 

Ordinary Shares, par value NIS 0.331/per share

(Title of Class of Securities)

 

M6158M104

(CUSIP Number)

 

October 6, 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)

 

x Rule 13d-1(c)

 

¨ 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).

 

Page 1 of 12 Pages

 

 

CUSIP No. M6158M104

 

1.   Names of Reporting Persons    
         
    Ibex Investors LLC    
         
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    
         
    Colorado, USA    
         

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.    SOLE VOTING POWER 1,069,850
6.    SHARED VOTING POWER 0
7.    SOLE DISPOSITIVE POWER 1,069,850
8.    SHARED DISPOSITIVE POWER 0

 

         
9.   Aggregate Amount Beneficially Owned by Each Reporting Person    
         
    1,069,850    
         
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨    
         
11.   Percent of Class Represented by Amount in Row (9)    
         
    5.1%    
         
12.   Type of Reporting Person (See Instructions)    
         
    OO    

 

Page 2 of 12 Pages

 

 

CUSIP No. M6158M104

 

1.   Names of Reporting Persons    
         
    Justin B. Borus    
         
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    
         
    USA    
         

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.    SOLE VOTING POWER 1,069,850
6.    SHARED VOTING POWER 0
7.    SOLE DISPOSITIVE POWER 1,069,850
8.    SHARED DISPOSITIVE POWER 0

 

         
9.   Aggregate Amount Beneficially Owned by Each Reporting Person    
         
    1,069,850    
         
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨    
         
11.   Percent of Class Represented by Amount in Row (9)    
         
    5.1%    
         
12.   Type of Reporting Person (See Instructions)    
         
    IN    

 

Page 3 of 12 Pages

 

 

CUSIP No. M6158M104

 

1.   Names of Reporting Persons    
     
    Ibex Israel Fund LLLP    
     
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    
     
    Delaware, USA    
     

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.   SOLE VOTING POWER 1,069,850
6.   SHARED VOTING POWER 0
7.   SOLE DISPOSITIVE POWER 1,069,850
8.   SHARED DISPOSITIVE POWER 0
     
9.   Aggregate Amount Beneficially Owned by Each Reporting Person    
     
    1,069,850    
     
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨    
     
11.   Percent of Class Represented by Amount in Row (9)    
     
    5.1%    
     
12.   Type of Reporting Person (See Instructions)    
     
    PN    

 

Page 4 of 12 Pages

 

 

CUSIP No. M6158M104

 

1.   Names of Reporting Persons    
     
    Ibex GP LLC    
     
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    
     
    Colorado, USA    
     

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.    SOLE VOTING POWER 1,069,850
6.    SHARED VOTING POWER 0
7.    SOLE DISPOSITIVE POWER 1,069,850
8.    SHARED DISPOSITIVE POWER 0
         
9.   Aggregate Amount Beneficially Owned by Each Reporting Person    
     
    1,069,850    
     
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨    
     
11.   Percent of Class Represented by Amount in Row (9)    
     
    5.1%    
     
12.   Type of Reporting Person (See Instructions)    
     
    OO    

 

Page 5 of 12 Pages

 

 

CUSIP No. M6158M104

 

1.   Names of Reporting Persons    
     
    Ibex Investment Holdings LLC    
     
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    
     
    Delaware, USA    
         

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.   SOLE VOTING POWER 1,069,850
6.   SHARED VOTING POWER 0
7.   SOLE DISPOSITIVE POWER 1,069,850
8.   SHARED DISPOSITIVE POWER 0
     
9.   Aggregate Amount Beneficially Owned by Each Reporting Person    
     
    1,069,850    
     
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨    
     
11.   Percent of Class Represented by Amount in Row (9)    
     
    5.1%    
     
12.   Type of Reporting Person (See Instructions)    
     
    OO    

 

Page 6 of 12 Pages

 

 

CUSIP No. M6158M104

 

1.   Names of Reporting Persons    
     
    Ibex Investment Holdings II LLC    
     
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    
     
    Delaware, USA    
         

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.    SOLE VOTING POWER 1,069,850
6.    SHARED VOTING POWER 0
7.    SOLE DISPOSITIVE POWER 1,069,850
8.    SHARED DISPOSITIVE POWER 0
         
9.   Aggregate Amount Beneficially Owned by Each Reporting Person    
     
    1,069,850    
     
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨    
     
11.   Percent of Class Represented by Amount in Row (9)    
     
    5.1%    
     
12.   Type of Reporting Person (See Instructions)    
     
    OO    

 

Page 7 of 12 Pages

 

 

Item 1.

 

(a)The name of the issuer is Ituran Location and Control Ltd. (the “Issuer”).

 

(b)The principal executive offices of the Issuer are located at 3 Hashikma Street, Azour, 5800182 Israel.

 

Item 2.

 

(a)This Schedule 13G (this “Statement” or this “Schedule 13G”) is being filed by: (1) Justin B. Borus; (2) Ibex Investors LLC, a Colorado limited liability company (the “Investment Manager”); (3) Ibex Israel Fund LLLP, a Delaware limited liability limited partnership (the “Fund”); (4) Ibex GP LLC, a Colorado limited liability company (the “General Partner”); (5) Ibex Investment Holdings LLC, a Delaware limited liability company (“IM Holdings”); and (6) Ibex Investment Holdings II LLC, a Delaware limited liability company (“GP Holdings”) (all of the foregoing, collectively, the “Reporting Persons”). The Fund is a private investment vehicle. The Fund directly beneficially owns the Ordinary Shares (as defined below) reported in this Statement. The Investment Manager is the investment manager of the Fund. IM Holdings is the sole member of the Investment Manager. The General Partner is the general partner of the Fund. GP Holdings is the sole member of the General Partner. Justin B. Borus is the manager of the Investment Manager, IM Holdings, the General Partner and GP Holdings. Justin B. Borus, the Investment Manager, IM Holdings, the General Partner and GP Holdings may be deemed to beneficially own the Ordinary Shares directly beneficially owned by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such Reporting Person.

 

(b)The principal business office of the Reporting Persons is c/o Ibex Investors LLC, 260 N. Josephine Street, Suite 300, Denver, CO 80206.

 

(c)For citizenship information see Item 4 of the cover page of each Reporting Person.

 

(d)This Statement relates to the Ordinary Shares, par value NIS 0.331/3 per share, of the Issuer (the “Ordinary Shares”).

 

(e)The CUSIP Number of the Ordinary Shares is M6158M104.

 

Page 8 of 12 Pages

 

 

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) ¨ 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)(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.

 

See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the Event Date of October 6, 2021 and remains accurate as of end of business on October 14, 2021, the business day prior to the date of filing of this Schedule 13G. The percentages of beneficial ownership contained herein are based on 20,813,000 Ordinary Shares outstanding as of June 30, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on August 23, 2021.

 

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.

 

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.

 

Page 9 of 12 Pages

 

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

(a)Not applicable.

 

(b)Not applicable.

 

(c)By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

Page 10 of 12 Pages

 

 

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: October 15, 2021

 

Justin B. Borus

Ibex Investors LLC

Ibex Israel Fund LLLP

Ibex GP LLC

Ibex Investment Holdings LLC

Ibex Investment Holdings II LLC

 

By: /s/ Justin B. Borus  
  Justin B. Borus, for himself and as the Manager of each of the Investment Manager, IM Holdings, the General Partner (for itself and on behalf of the Fund) and GP Holdings  

 

Page 11 of 12 Pages

 

 

EXHIBIT INDEX

 

Exhibit No. Document

 

1Joint Filing Agreement

 

Page 12 of 12 Pages

 

EX-99.1 2 tm2130119d1_ex1.htm EXHIBIT 1

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value NIS 0.331/3 per share, of Ituran Location and Control Ltd., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

 

Dated: October 15, 2021

 

Justin B. Borus

Ibex Investors LLC

Ibex Israel Fund LLLP

Ibex GP LLC

Ibex Investment Holdings LLC

Ibex Investment Holdings II LLC

 

By: /s/ Justin B. Borus  
  Justin B. Borus, for himself and as the Manager of each of the Investment Manager, IM Holdings, the General Partner (for itself and on behalf of the Fund) and GP Holdings