UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Enzymotec
Ltd.
(Name of Issuer)
Ordinary
Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M4059L101
(CUSIP Number)
Tali Mirsky, Adv.
Global VP Legal Affairs & Corporate Secretary
Frutarom Ltd.,
25 Hashaish St.,
Haifa 2629183, Israel
+97299603800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies
to:
Adam O. Emmerich, Esq. and Edward J. Lee, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
September
18, 2017
(Date of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*
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 disclosures provided
in a prior cover page.
The information required
on 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).
| 1 |
Names
of reporting persons: Frutarom Ltd. |
| 2 |
Check the appropriate box
if a member of a group (see instructions)
(a) x (b) o |
| 3 |
SEC use only |
| 4 |
Source of funds (see instructions): WC
& BK |
| 5 |
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) o |
| 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: 4,391,049 Ordinary Shares, NIS 0.01 par value per share |
| 9 |
Sole dispositive
power: 0 |
| 10 |
Shared
dispositive power: 4,391,049 Ordinary Shares, NIS 0.01 par value per share |
| 11 |
Aggregate amount
beneficially owned by each reporting person: 4,391,049 Ordinary Shares, NIS 0.01 par value per share |
| 12 |
Check if the aggregate amount
in Row (11) excludes certain shares (see instructions) o |
| 13 |
Percent of class represented
by amount in Row (11) : 19.13% (1) |
| 14 |
Type of reporting person: CO |
| (1) | The percentage beneficial ownership
expressed herein is based on 22,949,802 ordinary shares of the Issuer
outstanding as of June 30, 2017, based on information included in the
Issuer’s condensed consolidated unaudited statements of operations
and comprehensive income (loss) included in Exhibit 99.1 to the Issuer’s
Report of Foreign Private Issuer on Form 6-K furnished to the SEC on
August 16, 2017. |
| 1 |
Names
of reporting persons: Frutarom Industries Ltd. |
| 2 |
Check the appropriate box
if a member of a group (see instructions)
(a) x (b) o |
| 3 |
SEC use only |
| 4 |
Source of funds (see instructions): WC
& BK |
| 5 |
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) o |
| 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: 4,391,049 Ordinary Shares, NIS 0.01 par value per share |
| 9 |
Sole
dispositive power: 0 |
| 10 |
Shared
dispositive power: 4,391,049 Ordinary Shares, NIS 0.01 par value per share |
| 11 |
Aggregate amount
beneficially owned by each reporting person: 4,391,049 Ordinary Shares, NIS 0.01 par value per share |
| 12 |
Check if the aggregate amount
in Row (11) excludes certain shares (see instructions) o |
| 13 |
Percent of class represented
by amount in Row (11) : 19.13% (1) |
| 14 |
Type of reporting person: CO |
| (1) | The percentage beneficial ownership
expressed herein is based on 22,949,802 ordinary shares of the Issuer
outstanding as of June 30, 2017, based on information included in the
Issuer’s condensed consolidated unaudited statements of operations
and comprehensive income (loss) included in Exhibit 99.1 to the Issuer’s
Report of Foreign Private Issuer on Form 6-K furnished to the SEC on
August 16, 2017. |
This
Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D
jointly filed by Frutarom Ltd. (“Frutarom”) and Frutarom Industries Ltd. (“Industries”),
both Israeli corporations (Frutarom and Industries are together referred to herein as the “Reporting Persons”),
with the United States Securities and Exchange Commission on July 31, 2017, as amended and supplemented by Amendment No. 1 thereto
filed August 3, 2017 and Amendment No. 2 thereto filed August 24, 2017 (as amended and supplemented, the “Schedule 13D”)
and relates to the ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of Enzymotec Ltd.,
an Israeli corporation (the “Issuer”).
Capitalized terms used
in this Amendment No. 3 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule
13D.
| Item 4. |
Purpose of Transaction |
Item 4 of the Schedule
13D is hereby amended and supplemented as follows:
Following the Issuer’s
August 28, 2017 letter to Frutarom and conversations held between Frutarom’s President & Chief Executive Officer and
both the Issuer’s Chief Executive Officer and Chairman regarding, among other topics, the Issuer’s business and strategic
direction and the Issuer’s attitude towards Frutarom and potential future cooperation or transactions, if any, on September
18, 2017, Frutarom sent a letter to the board of directors of the Issuer, a copy of which is attached hereto as Exhibit 99.3 and
is incorporated herein by reference. As noted in the letter, there can be no assurance as to the result of the discussions between
Frutarom and the Issuer.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer |
Item 6 of the Schedule
13D is hereby amended and supplemented by incorporating the information in Item 4 above by reference in its entirety.
| Item 7. |
Material to be Filed as Exhibits |
Item 7
of the Schedule 13D is hereby supplemented by adding the following exhibit:
| 99.3 | Letter, dated September 18, 2017. |
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 18, 2017
| |
FRUTAROM LTD. |
| |
|
| |
By: |
/s/ Tali Mirsky
|
| |
|
Name: Tali Mirsky |
| |
|
Title: Global VP Legal Affairs & Corporate
Secretary |
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FRUTAROM INDUSTRIES LTD. |
| |
|
| |
By: |
/s/ Tali Mirsky
|
| |
|
Name: Tali Mirsky |
| |
|
Title: Global VP Legal Affairs & Corporate
Secretary |
