CUSIP No. M8220U106
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1
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NAMES OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Magic Stones - Gemstone Import and Marketing Ltd.
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(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
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PF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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|||
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||||
8
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SHARED VOTING POWER
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4,120,875
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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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4,120,875 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,120,875 |
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
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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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38.5% *
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||||
14
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TYPE OF REPORTING PERSON
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CO
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CUSIP No. M8220U106
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|||
Kadima Hasharon Holding Company Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|||
(a) ☒
(b) ☐
|
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
||
4,120,875
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,120,875 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,120,875 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.5% *
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. M8220U106
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|||
Michael Ilan Management and Investments Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a) ☒
(b) ☐
|
|||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
||
347,410
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
347,410 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
347,410 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.2%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
IV
|
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|||
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|
CUSIP No. M8220U106
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|
|
|||
Michael Ilan
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|||
(a) ☒
(b) ☐
|
|||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
||
4,468,285
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,468,285 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,468,285 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.7%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
IN
|
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|
|||
|
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Exhibit 1
|
Share Purchase Agreement, between the Company and Aviv Tzidon and Michael Ilan Management and Investments Ltd., dated August 17, 2017 (incorporated herein by reference to Exhibit 99.1 of the Report on Form 6-K filed by the Issuer on August 23, 2017).
|
Exhibit 2
|
Form of Registration Rights Agreement, between the Company and Aviv Tzidon, A.O. Tzidon (1999) Ltd., and Michael Ilan Management and Investments Ltd., Magic Stones- Gemstone Import and Marketing Ltd, and Omer Bar Yohay and Dekel Tzidon. (incorporated herein by reference to Exhibit 99.2 of the Report on Form 6-K filed by the Issuer on August 23, 2017).
|
February 14, 2018
|
Magic Stones Gemstone Import and Marketing Ltd.
|
|
By: /s/ Michael Ilan
Name: Michael Ilan
Title: Chairman
|
|
Kadima Hasharon Holding Company Ltd.
|
|
By: /s/ Michael Ilan
Name: Michael Ilan
Title: Chairman
|
|
Michael Ilan Management and Investments Ltd.
|
|
By: /s/ Michael Ilan
Name: Michael Ilan
Title: Chairman
|
|
/s/ Michael Ilan
Michael Ilan
|
Magic Stones Gemstone Import and Marketing Ltd.
|
|
By: /s/ Michael Ilan
Name: Michael Ilan
Title: Chairman
|
|
Kadima Hasharon Holding Company Ltd.
|
|
By: /s/ Michael Ilan
Name: Michael Ilan
Title: Chairman
|
|
Michael Ilan Management and Investments Ltd.
|
|
By: /s/ Michael Ilan
Name: Michael Ilan
Title: Chairman
|
|
/s/ Michael Ilan
Michael Ilan
|