0001105806-20-000013.txt : 20200214
0001105806-20-000013.hdr.sgml : 20200214
20200214132059
ACCESSION NUMBER: 0001105806-20-000013
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20200214
DATE AS OF CHANGE: 20200214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Nano Dimension Ltd.
CENTRAL INDEX KEY: 0001643303
STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672]
IRS NUMBER: 520029109
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-89872
FILM NUMBER: 20617354
BUSINESS ADDRESS:
STREET 1: 2 ILAN RAMON
CITY: NESS ZIONA
STATE: L3
ZIP: 7403635
BUSINESS PHONE: 00-972-73-7509142
MAIL ADDRESS:
STREET 1: 2 ILAN RAMON
CITY: NESS ZIONA
STATE: L3
ZIP: 7403635
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: LYTTON LAURENCE W
CENTRAL INDEX KEY: 0001105806
FILING VALUES:
FORM TYPE: SC 13G
MAIL ADDRESS:
STREET 1: 467 CPW
CITY: NY
STATE: NY
ZIP: 10025
SC 13G
1
nndm.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Nano Dimension Ltd
(Name of Issuer)
Common Stock
(Title of Class of Securities)
63008G203
(CUSIP Number)
February 5, 2020
(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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
1. Names of Reporting Persons.
Laurence W. Lytton
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 37,105,000 (1)
6. Shared Voting Power 100,000 (1)
7. Sole Dispositive Power 37,105,000 (1)
8. Shared Dispositive Power 100,000 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person 37,205,000(1)
(1) Shares of common stock held through the Issuers ADRs,
at a ratio of 50 common shares per ADR.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
9.3%
Based on 398,903,150 shares of Common Stock outstanding as of February 12, 2020.
12. Type of Reporting Person (See Instructions)
IN
Item 1.
(a) Name of Issuer
Nano Dimension Ltd
(b) Address of Issuer's Principal Executive Offices
2 Ilan Ramon, Ness Ziona, Israel 7403635
Item 2.
(a) The names of the persons filing this statement are:
Laurence W. Lytton
(b) The principal business office of the Filers is located at:
467 Central Park West New York, NY 10025
(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d) This statement relates to shares of Common Stock of the Issuer.
(e) The CUSIP number of the Issuer is: 018119107
Item 3. If this statement is filed pursuant to rule 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 section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
section 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 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. 80a- 3).
(j) [ ] A non-U.S. institution in accordance with 240.13d-1(b)(ii)(J).
(k) [ ] Group, in accordance with Rule 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 of the cover page. The percentage ownership report
in Item 11 is based on the issuer having 398,903,150 shares of Common Stock
outstanding as of February 12, 2020. Of the shares reported in Items 5 and
7 on the cover page 32,500,000 shares are held by the reporting person,
1,703,800 shares are held for the benefit of the AWL Family LLC, 2,901,200
shares are held for the benefit of the Lytton-Kambara Foundation, and
100,000 shares are held for the benefit of other accounts of which the
reporting person is deemed to have beneficial ownership.
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
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification.
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.
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 14, 2020
Laurence W. Lytton