Allot Ltd. - Major Shareholding Notification 2010

SC 13G/A 1 a10-3511_1sc13ga.htm SC 13G/A

| UNITED

STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Allot Communications Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

M0854Q 10 5

(CUSIP Number)

December 31, 2009

(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).

SEQ.=1,FOLIO='',FILE='C:\JMS\105947\10-3511-1\task3919271\3511-1-ba-01.htm',USER='105947',CD='Feb 11 00:56 2010'

CUSIP No. M0854Q 10 5 — 1.	Names of Reporting Persons 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 303,144
	6.	Shared Voting Power
	7.	Sole Dispositive Power 303,144
	8.	Shared Dispositive Power
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 303,144
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) 1.4%
12.	Type of Reporting Person
(See Instructions) OO

SEQ.=1,FOLIO='2',FILE='C:\JMS\105947\10-3511-1\task3919271\3511-1-ba-01.htm',USER='105947',CD='Feb 11 00:56 2010'

CUSIP No. M0854Q 10 5 — 1.	Names of Reporting Persons 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 344,483
	6.	Shared Voting Power
	7.	Sole Dispositive Power 344,483
	8.	Shared Dispositive Power
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 344,483
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) 1.5%
12.	Type of Reporting Person
(See Instructions) OO

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CUSIP No. M0854Q 10 5 — 1.	Names of Reporting Persons 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 647,627
	6.	Shared Voting Power
	7.	Sole Dispositive Power 647,627
	8.	Shared Dispositive Power
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 647,627
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) 2.9%
12.	Type of Reporting Person
(See Instructions) OO

SEQ.=1,FOLIO='4',FILE='C:\JMS\105947\10-3511-1\task3919271\3511-1-ba-01.htm',USER='105947',CD='Feb 11 00:56 2010'

CUSIP No. M0854Q 10 5 — 1.	Names of Reporting Persons 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 20,671
	6.	Shared Voting Power
	7.	Sole Dispositive Power 20,671
	8.	Shared Dispositive Power
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 20,671
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

SEQ.=1,FOLIO='5',FILE='C:\JMS\105947\10-3511-1\task3919271\3511-1-ba-01.htm',USER='105947',CD='Feb 11 00:56 2010'

CUSIP No. M0854Q 10 5 — 1.	Names of Reporting Persons 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 144,677
	6.	Shared Voting Power
	7.	Sole Dispositive Power 144,677
	8.	Shared Dispositive Power
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 144,677
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) 0.6%
12.	Type of Reporting Person
(See Instructions) OO

SEQ.=1,FOLIO='6',FILE='C:\JMS\105947\10-3511-1\task3919271\3511-1-ba-01.htm',USER='105947',CD='Feb 11 00:56 2010'

CUSIP No. M0854Q 10 5 — 1.	Names of Reporting Persons 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 144,677
	6.	Shared Voting Power
	7.	Sole Dispositive Power 144,677
	8.	Shared Dispositive Power
9.	Aggregate Amount Beneficially
Owned by Each Reporting Person 144,677
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) 0.6%
12.	Type of Reporting Person
(See Instructions) OO

SEQ.=1,FOLIO='7',FILE='C:\JMS\105947\10-3511-1\task3919271\3511-1-ba-01.htm',USER='105947',CD='Feb 11 00:56 2010'

CUSIP No. M0854Q 10 5 — 1.	Names of Reporting Persons Par SF 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 United States
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 5,790
	6.	Shared Voting Power
	7.	Sole Dispositive Power 5,790
	8.	Shared Dispositive Power
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 5,790
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

SEQ.=1,FOLIO='8',FILE='C:\JMS\105947\10-3511-1\task3919271\3511-1-ba-01.htm',USER='105947',CD='Feb 11 00:56 2010'

CUSIP No. M0854Q 10 5 — 1.	Names of Reporting Persons 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 818,765
	6.	Shared Voting Power
	7.	Sole Dispositive Power 818,765
	8.	Shared Dispositive Power
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 818,765
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) 3.7%
12.	Type of Reporting Person
(See Instructions) IN

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Item 1.	(a)	Name of Issuer Allot Communications Ltd.
	(b)	Address of Issuers
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 III) AXA Growth Capital II L.P.
(AXGC II) Double Black Diamond II
LLC (Double Black) Par
SF II LLC (Par SF II) 46th Parallel LLC (46th
Parallel) 48th Parallel LLC (48th
Parallel) Vincent R. Worms (Worms)
	(b)	Address of Principal
Business Office or, if none, Residence Principal office for PIGC I, PIGC III, Double Black, and 46th Parallel: Ugland House, South Church
Street, Georgetown, Grand Cayman, Cayman Islands Principal office for 48th
Parallel and Par SF II: 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
Vincent R. Worms: 50 California Street,
Suite 3200, San Francisco, CA 94111
	(c)	Citizenship PIGC I, PIGC III, Double
Black, and 46th Parallel are Cayman Island companies limited by
guarantee. AXGC II is a Bermuda
Limited Partnership. Par SF II and
48th Parallel are Delaware Limited Liability Companies. Worms is a citizen of France.
	(d)	Title of Class of
Securities Ordinary Shares
	(e)	CUSIP Number M0854Q 10 5
Item 3.	If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
	(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 association 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	A non-U.S. institution in
accordance with § 240.13d1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with
§ 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with § 240.13d1(b)(1)(ii)(J),
please specify the type of institution:____________________________

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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
303,144 shares of Ordinary Shares of the Issuer as of December 31, 2009. 46th Parallel is the managing member of
PIGC I, Worms, the managing member 46th Parallel, may be deemed to hold sole
voting and dispositive power over the shares held by PIGC I. Such person and entities disclaim
beneficial ownership of shares held by PIGC I except to the extent of
pecuniary interest therein. PIGC III is recordholder
of 344,483 shares of Ordinary Shares of the Issuer as of December 31, 2009. 46th Parallel is the managing member of
PIGC III, Worms, the managing member of 46th Parallel, may be deemed to hold
sole voting and dispositive power over the shares held by PIGC III. Such person and entities disclaim
beneficial ownership of shares held by PIGC III except to the extent of
pecuniary interest therein. AXGC II is recordholder of
144,677 shares of Ordinary Shares of the Issuer as of December 31, 2009. 48th Parallel is the managing member of
AXGC II, Worms, the managing member of 48th Parallel, may be deemed to hold
sole voting and dispositive power over the shares held by AXGC II. Such person and entities disclaim
beneficial ownership of shares held by AXGC II except to the extent of
pecuniary interest therein. Par SF II LLC is
recordholder of 5,790 shares of Ordinary Shares of the Issuer as of December
31, 2009. Worms, the managing member
of Par SF II, may be deemed to hold sole voting and dispositive power over
the shares held by Par SF II. Such
person disclaims beneficial ownership of shares held by Par SF II except to
the extent of pecuniary interest therein. Double Black is
recordholder of 20,671 shares of Ordinary Shares of the Issuer as of December
31, 2009. Worms, the managing member
of Double Black, may be deemed to hold sole voting and dispositive power over
the shares held by Double Black. Such person and entities disclaim beneficial
ownership of shares held by Double Black except to the extent of pecuniary
interest therein.
	(b)	Percent of class:
		PIGC I	1.4	%
		PIGC III	1.5	%
		46th Parallel	2.9	%
		AXGC II	0.6	%
		48th Parallel	0.6	%
		Double Black	<0.1	%
		Par SF II	<0.1	%
		Worms	3.7	%
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote
			PIGC I	303,144
			PIGC III	344,483
			46th Parallel	647,627
			AXGC II	144,677
			48th Parallel	144,677
			Double Black	20,671
			Par SF II	5,790
			Worms	818,765
		(ii)	Shared power to vote or to
direct the vote
		(iii)	Sole power to dispose or
to direct the disposition of
			PIGC I	303,144
			PIGC III	344,483
			46th Parallel	647,627
			AXGC II	144,677
			48th Parallel	144,677
			Double Black	20,671
			Par SF II	5,790
			Worms	818,765
	(iv)		Shared power to dispose or
to direct the disposition of
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 x .

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

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ITEM 10. Certification

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, 2010
Date
/s/ Vincent Worms
Signature
Partech International
Growth Capital I LLC
By: 46th Parallel, LLC,
Managing Member
Vincent Worms, Managing Member
Name/Title
/s/ Vincent Worms
Signature
Partech International
Growth Capital III LLC
By: 46th Parallel, LLC,
Managing Member
Vincent Worms, Managing Member
Name/Title
/s/ Vincent Worms
Signature
46th Parallel, LLC
Vincent Worms, Managing Member
Name/Title
/s/ Vincent Worms
Signature
AXA Growth Capital II LP
By: 48th Parallel, LLC,
General Partner
Vincent Worms, Managing Member
Name/Title
/s/ Vincent Worms
Signature
48th Parallel, LLC
Vincent Worms, Managing Member
Name/Title
/s/ Vincent Worms
Signature
Par SF II, LLC
Vincent Worms, Managing Member
Name/Title
/s/ Vincent Worms
Signature
Vincent Worms
Name/Title


Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).

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