Allot Ltd. — Major Shareholding Notification 2007

Feb 12, 2007

SC 13G 1 a07-4163_1sc13g.htm SC 13G

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington,
D.C. 20549	Expires: February 28, 2009
SCHEDULE 13G	Estimated average burden hours per response. . 10.4

Under the Securities Exchange Act of 1934 (Amendment No. )*

Allot Communications Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

M0854Q 10 5

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	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).

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Partech International Growth Capital I LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Cayman Islands | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 469,537 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 469,537 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 469,537 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 2.2% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Partech International Growth Capital III LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Cayman Islands | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 533,565 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 533,565 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 533,565 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 2.5% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 46 th Parallel LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Cayman Islands | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 1,003,102 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 1,003,102 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,003,102 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 4.8% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Double Black Diamond II LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Cayman Islands | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 32,016 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 32,016 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 32,016 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 0.2% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) AXA Growth Capital II LP | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Bermuda | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 224,098 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 224,098 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 224,098 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 1.1% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 48 th Parallel LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 224,098 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 224,098 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 224,098 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 1.1% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Multinvest LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Cayman Islands | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 21,346 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 21,346 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 21,346 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 0.1% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ParVenture Japan Managers LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Cayman Islands | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 21,346 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 21,346 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 21,346 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 0.1% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Par SF LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 1,227,200 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 1,227,200 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,227,200 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 5.8% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Vendome Capital LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 1,248,546 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 1,248,546 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,248,546 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 5.9% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas G. McKinley | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 1,280,562 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 1,280,562 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,280,562 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 6.1% | | | 12. | Type of Reporting Person (See Instructions) IN | |

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| CUSIP No. M0854Q 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Vincent R. Worms | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization France | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 1,280,562 | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 1,280,562 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,280,562 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 6.1% | | | 12. | Type of Reporting Person (See Instructions) IN | |

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Item 1.
(a)	Name of Issuer Allot Communications Ltd.
(b)	Address of Issuer’s
Principal Executive Offices 22 Hanagar Street, Industrial Zone B, Hod-Hasharon, 45240 Israel
Item 2.
(a)	Name of Person Filing Partech International Growth Capital I LLC (“PIGC I”) Partech International
Growth Capital III LLC (“PIGC II”) AXA Growth Capital II L.P.
(“AXGC II”) Double Black Diamond II
LLC (“Double Black”) Multinvest LLC
(“Multinvest”) 46th Parallel LLC (“46th
Parallel”) 48th Parallel LLC (“48th
Parallel”) ParVenture Japan Managers
LLC (“ParVenture Japan”) Par SF LLC (“Par SF”) Vendome Capital
(“Vendome”) Thomas G. McKinley
(“McKinley”) Vincent R. Worms (“Worms”)
(b)	Address of Principal Business
Office or, if none, Residence Principal office for PIGC I, PIGC II, Double Black, Multinvest, ParVenture
Japan, and 46th Parallel: Ugland House, South Church
Street, Georgetown, Grand Cayman, Cayman Islands Principal office for 48th
Parallel and Par SF: 1209 Orange Street,
Wilmington, DE 19801 Principal office for AXGC
II: Clarendon House, 2 Church
Street, PO Box HM 666, Hamilton, Bermuda HM CX Principal office for
Vendome Capital LLC: 325 Front Street, PMB 410,
Evanston, WY 82930 Principal office for
Thomas G. McKinley and Vincent R. Worms: 50 California Street,
Suite 3200, San Francisco, CA 94111
(c)	Citizenship PIGC I, PIGC III, Double Black, Multinvest, 46th Parallel, and ParVenture
Japan are Cayman Island companies limited by guarantee. AXGC II is a Bermuda Limited
Partnership. Par SF and 48th Parallel
are Delaware Limited Liability Companies.
Vendome Capital is a Wyoming Limited Liability Company. McKinley is a citizen of the United
States. Worms is a citizen of France.
(d)	Title of Class of
Securities Ordinary Shares
(e)	CUSIP Number M0854Q 10 5

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| Item 3. — (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | | --- | --- | --- | | (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | | (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | | (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | | (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | | (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | | (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | | (i) | o | 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) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |

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Item 4.
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a)	Amount beneficially
owned: PIGC I is recordholder of
469,537 shares of Ordinary Shares of the Issuer as of December 31, 2006. 46th Parallel is the managing member of
PIGC I, Par SF the managing member of
46th Parallel, Worms and Vendome the managing members of Par SF and McKinley,
the managing member of Vendome, may be deemed to share voting and dispositive
power over the shares held by PIGC I.
Such persons and entities disclaim beneficial ownership of shares held
by PIGC I except to the extent of pecuniary interest therein. PIGC III is recordholder
of 533,565 shares of Ordinary Shares of the Issuer as of December 31,

1. 46th Parallel is the managing member of PIGC III, Par SF the managing member of 46th Parallel, Worms and Vendome the managing members of Par SF and McKinley, the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by PIGC III. Such persons and entities disclaim beneficial ownership of shares held by PIGC III except to the extent of pecuniary interest therein. AXGC II is recordholder of 224,098 shares of Ordinary Shares of the Issuer as of December 31, 2006. 48th Parallel is the managing member of AXGC II, Par SF the managing member of 48th Parallel, Worms and Vendome the managing members of Par SF and McKinley, the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by AXGC II. Such persons and entities disclaim beneficial ownership of shares held by AXGC II except to the extent of pecuniary interest therein. Multinvest is recordholder of 21,346 shares of Ordinary Shares of the Issuer as of December 31,
2. ParVenture Japan is the managing member of Multinvest, Worms and Vendome, the managing members of ParVenture Japan and McKinley, the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by Multinvest. Such persons and entities disclaim beneficial ownership of shares held by Multinvest except to the extent of pecuniary interest therein. Double Black is recordholder of 32,016 shares of Ordinary Shares of the Issuer as of December 31, 2006. Worms and McKinley, the managing members of Double Black, may be deemed to share voting and dispositive power over the shares held by Double Black and disclaim beneficial ownership of shares held by Double Black except to the extent of pecuniary interest therein. | | (b) | Percent of class: |

PIGC I	2.2%
PIGC III	2.5%
46 th Parallel	4.8%
AXGC II	1.1%
48 th Parallel	1.1%
Double Black	0.2%
Multinvest	0.1%
ParVenture Japan	0.1%
Par SF	5.8%
Vendome Capital
LLC	5.9%
McKinley	6.1%
Worms	6.1%

(c)
(i)	Sole power to vote or to
direct the vote
(ii)	Shared power to vote or to
direct the vote

PIGC I	469,537
PIGC III	533,565
46th Parallel	1,003,102
AXGC II	224,098
48th Parallel	224,098
Double Black	32,016
Multinvest	21,346
ParVenture Japan	21,346
Par SF	1,227,200
Vendome Capital
LLC	1,248,546
McKinley	1,280,562
Worms	1,280,562

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| (iii) | Sole power to dispose or to direct the disposition of | | --- | --- | | (iv) | Shared power to dispose or to direct the disposition of |

PIGC I	469,537
PIGC III	533,565
46th Parallel	1,003,102
AXGC II	224,098
48th Parallel	224,098
Double Black	32,016
Multinvest	21,346
ParVenture Japan	21,346
Par SF	1,227,200
Vendome Capital
LLC	1,248,546
McKinley	1,280,562
Worms	1,280,562

| 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 o . | | | Item 6. | Ownership of More than Five Percent on Behalf of Another Person | | | N/A | | Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | | | N/A | | Item 8. | Identification and Classification of Members of the Group | | | N/A | | Item 9. | Notice of Dissolution of Group | | | N/A | | Item 10. | Certification |

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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.

| February 12,

2007
Date
/s/ Thomas G.
McKinley
Signature
Partech International Growth Capital I LLC
By: 46th Parallel, LLC, Managing Member
PAR SF, LLC, Managing Member
Vendome Capital LLC, Managing Member
Thomas G. McKinley, Managing Member
February 12,
2007
Date
/s/ Thomas G.
McKinley
Signature
Partech International Growth Capital III LLC
By: 46th Parallel, LLC, Managing Member
PAR SF, LLC, Managing Member
Vendome Capital LLC, Managing Member
Thomas G. McKinley, Managing Member
February 12,
2007
Date
/s/ Thomas G.
McKinley
Signature
AXA Growth Capital II LP
By: 48th Parallel, LLC, Managing Member
PAR SF, LLC, Managing Member
Vendome Capital LLC, Managing Member
Thomas G. McKinley, Managing Member
February 12,
2007
Date
/s/ Thomas G.
McKinley
Signature
Multinvest LLC
By: ParVenture Japan Managers, LLC, Managing Member
Vendome Capital LLC, Managing Member
Thomas G. McKinley, Managing Member
February 12,
2007
Date
/s/ Thomas G.
McKinley
Signature
Double Black Diamond II LLC
By: Thomas G. McKinley, Managing Member

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