0001144204-16-081287.txt : 20160212 0001144204-16-081287.hdr.sgml : 20160212 20160212135004 ACCESSION NUMBER: 0001144204-16-081287 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Amira Nature Foods Ltd. CENTRAL INDEX KEY: 0001552448 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87295 FILM NUMBER: 161417506 BUSINESS ADDRESS: STREET 1: 29E, A.U. Tower STREET 2: Jumeirah Lake Towers CITY: Dubai STATE: C0 ZIP: 00000 BUSINESS PHONE: 9714-235-1755 MAIL ADDRESS: STREET 1: 29E, A.U. Tower STREET 2: Jumeirah Lake Towers CITY: Dubai STATE: C0 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chanana Karan A CENTRAL INDEX KEY: 0001569487 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O AMIRA NATURE FOODS LTD, 29E, STREET 2: A.U. TOWER, JUMEIRAH LAKE TOWERS CITY: DUBAI STATE: C0 ZIP: 000000 SC 13G 1 v431683_sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

AMIRA NATURE FOODS LTD
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
G0335L 102
(CUSIP Number)
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 31, 2015
(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 ("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. G0335L 102   Page 2 of 4

 

1

NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only)

 

KARAN A. CHANANA

 
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 ARAB EMIRATES

 

 

 

Number of
Shares
Beneficially
Owned by Each
reporting
Person With:

5

Sole Voting Power

 

27,881,718 (1)

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

27,881,718 (1)

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,881,718 (1)

 
10

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 


¨
11

Percent of Class Represented by Amount in Row (11)

 

75.5% (1) & (2)

 
12

Type of Reporting Person (See Instructions)

 

IN

 
         

(1) The amount reflected includes: (i) 7,005,434 ordinary shares issuable pursuant to an exchange agreement under which Mr. Karan A. Chanana (the “Reporting Person”) has the right, subject to the terms of the exchange agreement, to exchange all or a portion of his equity shares in Amira Pure Foods Private Limited (“Amira India”) for ordinary shares of the Issuer and assumes the completion of the Reporting Person’s purchase of 1,500,000 equity shares of Amira India, (ii) 360,257, 361,278 and 367,749 vested ordinary shares underlying an option to purchase ordinary shares granted to the Reporting Person in 2013, 2014 and 2015, respectively, pursuant to the Issuer’s 2012 Omnibus Securities and Incentive Plan (“OSI”), and (iii) 100,000 shares granted on October 17, 2014 pursuant to the OSI.

 

(2) Based on 36,916,470 shares of common stock issued and outstanding as of December 31, 2015. The percentage reflected includes: (i) 7,005,434 ordinary shares issuable pursuant to an exchange agreement as described above, (ii) 360,257, 361,278 and 367,749 vested ordinary shares underlying an option to purchase ordinary shares granted to the Reporting Person in 2013, 2014 and 2015, pursuant to the OSI, and (iii) 100,000 shares granted on October 17, 2014 pursuant to the OSI.

 

 

 

 

CUSIP No. G0335L 102   Page 3 of 4

 

Item1.

 

(a) Name of Issuer: (the “Issuer”).

 

Amira Nature Foods Ltd

 

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

 

29E, A.U. Tower Jumeirah Lake Towers, Dubai, United Arab Emirates.

 

Item 2.

 

(a), (b) and (c): Name of Persons Filing, Address of Principal Business Office and Citizenship:

 

This statement is filed on behalf of Karan A. Chanana (the “Reporting Person”). The Reporting Person, a citizen of the United Arab Emirates, is Chairman and Chief Executive Officer of the Issuer and has a business address of 29E, A.U. Tower Jumeirah Lake Towers, Dubai, United Arab Emirates.

 

(d) Title of Class of Securities: Ordinary Shares, par value $0.001 per share.

 

(e) CUSIP Number: G0335L 102

 

Item 3.

 

Not Applicable.

 

Item 4.Ownership.

 

(a) Amount beneficially owned: 27,881,718 (the “Shares”) (1)

 

(b) Percent of class: 75.5%. The percentage is calculated based on 36,916,470 ordinary shares issued and outstanding as of December 31, 2015. For purposes of calculating the Reporting Person’s beneficial ownership, the amount includes: (i) 7,005,434 ordinary shares issuable pursuant to an exchange agreement under which the Reporting Person has the right, subject to the terms of the exchange agreement, to exchange all or a portion of his equity shares in Amira Pure Foods Private Limited (“Amira India”) for ordinary shares of the Issuer and assumes the completion of the Reporting Person’s purchase of 1,500,000 equity shares of Amira India, (ii) 360,257, 361,278 and 367,749 vested ordinary shares underlying an option to purchase ordinary shares granted to the Reporting Person in 2013, 2014 and 2015, respectively, pursuant to the Issuer’s 2012 Omnibus Securities and Incentive Plan (“OSI”), and (iii) 100,000 shares granted on October 17, 2014, pursuant to the OSI.

 

(c) Number of shares to which the Reporting Persons, as a group, have:

 

(i) Sole power to vote or direct the vote: 27,881,718 (1)

 

(ii) Shared power to vote or direct the vote: 0

 

(iii) Sole power to dispose or direct the disposition of: 27,881,718 (1)

 

(iv) Shared power to dispose or direct the disposition of: 0

 

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.

 

 

 

 

CUSIP No. G0335L 102   Page 4 of 4

 

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.

 

Notes

 

(1) The percentage is calculated based on 36,916,470 ordinary shares issued and outstanding as of December 31, 2015. The amount reflected includes: (i) 7,005,434 ordinary shares issuable pursuant to an exchange agreement under which the Reporting Person has the right, subject to the terms of the exchange agreement, to exchange all or a portion of his equity shares in Amira Pure Foods Private Limited (“Amira India”) for ordinary shares of the Issuer and assumes the completion of the Reporting Person’s purchase of 1,500,000 equity shares of Amira India, (ii) 360,257, 361,278 and 367,749 vested ordinary shares underlying an option to purchase ordinary shares granted in 2013, 2014 and 2015 respectively, pursuant to the OSI, and (iii) 100,000 shares granted on October 17, 2014 pursuant to the OSI.

 

SIGNATURES

 

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.

 

Date: February 12, 2016 /s/Karan A. Chanana
  Name: Karan A. Chanana