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Allot Ltd. — Major Shareholding Notification 2012
Feb 14, 2012
32922_mrq_2012-02-14_2ac4b5f7-4e07-4975-885a-0d9267c09e91.zip
Major Shareholding Notification
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SC 13G/A 1 allot13ga_17274.htm ALLOT COMMUNICATIONS LTD. allot13ga_17274.htm Licensed to: eXFILE Document Created using EDGARizerAgent 5.4.0.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Allot Communications, Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
M0854Q105
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
EFPlaceholder o Rule 13d-1(b)
EFPlaceholder o Rule 13d-1(c)
EFPlaceholder 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).
CUSIP No. M0854Q105 Schedule 13G Page 2 of 15 Pages
| 1 | NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): Tamir Fishman Venture Capital II Ltd. (“ TFVCII ”) | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 101,791 shares, except that Tamir Fishman Ventures II LLC (“ GP ”), which holds management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by TFVCII except to the extent of its pecuniary interest therein. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 101,791 shares, except that GP, which holds management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by TFVCII except to the extent of its pecuniary interest therein. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,791 shares |
|---|---|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3%* |
| 12 | TYPE OF REPORTING PERSON CO |
*Based on 29,921,911 Ordinary Shares of the Issuer, reported as the number of Ordinary Shares outstanding immediately following the closing of a public offering of Ordinary Shares on November 15, 2011, as reported on Form 424B5, filed on November 11, 2011.
CUSIP No. M0854Q105 Schedule 13G Page 3 of 15 Pages
| 1 | NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): Tamir Fishman Ventures II (Cayman Islands) LP (“ CAYMAN ”) | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 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 shares |
| 6 | SHARED VOTING POWER 0 shares | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares |
|---|---|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%* |
| 12 | TYPE OF REPORTING PERSON PN |
- Based on 29,921,911 Ordinary Shares of the Issuer, reported as the number of Ordinary Shares outstanding immediately following the closing of a public offering of Ordinary Shares on November 15, 2011, as reported on Form 424B5, filed on November 11, 2011.
CUSIP No. M0854Q105 Schedule 13G Page 4 of 15 Pages
| 1 | NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): Tamir Fishman Ventures II LP (“ TFVII ”) | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 0 shares | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares |
|---|---|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%* |
| 12 | TYPE OF REPORTING PERSON PN |
- Based on 29,921,911 Ordinary Shares of the Issuer, reported as the number of Ordinary Shares outstanding immediately following the closing of a public offering of Ordinary Shares on November 15, 2011, as reported on Form 424B5, filed on November 11, 2011.
CUSIP No. M0854Q105 Schedule 13G Page 5 of 15 Pages
| 1 | NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): Tamir Fishman Ventures II CEO Fund LP (“ CEO ”) | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 0 shares | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | --- | --- | | 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%* | | 12 | TYPE OF REPORTING PERSON PN |
- Based on 29,921,911 Ordinary Shares of the Issuer, reported as the number of Ordinary Shares outstanding immediately following the closing of a public offering of Ordinary Shares on November 15, 2011, as reported on Form 424B5, filed on November 11, 2011.
CUSIP No. M0854Q105 Schedule 13G Page 6 of 15 Pages
| 1 | NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): Tamir Fishman Ventures II CEO (US) Fund LP (“ CEOUS ”) | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 0 shares | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | | --- | --- | | 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%* | | 12 | TYPE OF REPORTING PERSON PN |
- Based on 29,921,911 Ordinary Shares of the Issuer, reported as the number of Ordinary Shares outstanding immediately following the closing of a public offering of Ordinary Shares on November 15, 2011, as reported on Form 424B5, filed on November 11, 2011.
CUSIP No. M0854Q105 Schedule 13G Page 7 of 15 Pages
| 1 | NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): Tamir Fishman Ventures II (Israel) LP (“ ISRAEL ”) | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 0 shares | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares |
|---|---|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%* |
| 12 | TYPE OF REPORTING PERSON PN |
- Based on 29,921,911 Ordinary Shares of the Issuer, reported as the number of Ordinary Shares outstanding immediately following the closing of a public offering of Ordinary Shares on November 15, 2011, as reported on Form 424B5, filed on November 11, 2011.
CUSIP No. M0854Q105 Schedule 13G Page 8 of 15 Pages
| 1 | NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): Tamir Fishman Ventures II LLC (“ GP ”) | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 157,381 shares**, of which 101,791 shares are directly owned by TFVCII. GP, the holder of management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by TFVCII except to the |
| extent of its pecuniary interest therein. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 157,381 shares**, of which 101,791 shares are directly owned by TFVCII. GP, the holder of management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by TFVCII except to the | |
| extent of its pecuniary interest therein. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 157,381 shares |
|---|---|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%* |
| 12 | TYPE OF REPORTING PERSON OO |
- Based on 29,921,911 Ordinary Shares of the Issuer, reported as the number of Ordinary Shares outstanding immediately following the closing of a public offering of Ordinary Shares on November 15, 2011, as reported on Form 424B5, filed on November 11, 2011.
**Includes options to purchase 30,000 Ordinary Shares of the Issuer held by Shai Saul, manager of GP.
CUSIP No. M0854Q105 Schedule 13G Page 10 of 15 Pages
Item 1.
(a) Name of Issuer:
Allot Communications, Ltd. (the “ Issuer ”)
(b) Address of Issuer’s Principal Executive Offices:
5 Hanagar street, Industrial Zone B
Hod Hasharon L3, 45800
Israel
Item 2.
(a) Name of Person Filing:
(1) Tamir Fishman Ventures II LLC (“ GP ”); and
(2) Tamir Fishman Venture Capital II Ltd. (“ TFVCII ”); and
(3) Tamir Fishman Ventures II (Cayman Islands) LP (“ CAYMAN ”); and
(4) Tamir Fishman Ventures II LP (“ TFVII ”); and
(5) Tamir Fishman Ventures II CEO Fund LP (“ CEO ”); and
(6) Tamir Fishman Ventures II CEO (US) Fund LP (“ CEOUS ”); and
(7) Tamir Fishman Ventures II (Israel) LP (“ ISRAEL ”)
The entities and persons named in this paragraph are referred to individually herein as a “ Reporting Person ” and collectively as the “ Reporting Persons .”
The Reporting Persons named above, together with Shai Saul (“ SAUL ”), may be deemed to be part of a 13(d) group. SAUL has elected not to join this joint filing by the group.
(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons is: 38 Habarzel St., Tel Aviv 69710, Israel
(c) Citizenship:
TFVII and CEOUS are limited partnerships organized under the laws of the State of Delaware. CEO and ISRAEL are limited partnerships organized under the laws of the State of Israel. TFVCII is a company organized under the laws of the State of Israel. GP is a limited liability company organized under the laws of the State of Delaware. CAYMAN is a limited partnership organized under the laws of the Cayman Islands. SAUL is a citizen of the State of Israel.
(d) Title of Class of Securities: Ordinary Shares
(e) CUSIP Number: M0854Q105
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: Not Applicable
(a) o Broker or dealer registered under section 15 of the Act
(b) o Bank as defined in section 3(a)(6) of the Act
(c) o Insurance company as defined in section 3(a)(19) of the Act
(d) o Investment company registered under section 8 of the Investment Company Act of 1940
(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)
CUSIP No. M0854Q105 Schedule 13G Page 11 of 16 Pages
(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
(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
(j) o Group, in accordance with §240.13d-1(b)-1(ii)(J)
ITEM 4. Ownership
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:
See row 9 of cover page for each Reporting Person.
(b) Percent of Class:
See row 11 of cover page for each Reporting Person. Percentages for all Reporting Persons are based on 29,921,911 Ordinary Shares of the Issuer, reported as the number of Ordinary Shares outstanding immediately following the closing of a public offering of Ordinary Shares on November 15, 2011, as reported on Form 424B5, filed on November 11, 2011, and assumes the exercise of options to purchase 30,000 Ordinary Shares held by Mr. Saul.
(c) Number of shares as to which such person has:
(i ) Sole power to vote or to direct the vote:
See row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of cover page for each Reporting Person.
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 .
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
CUSIP No. M0854Q105 Schedule 13G Page 12 of 16 Pages
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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
N/A
CUSIP No. M0854Q105 Schedule 13G Page 12 of 15 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.
Date: February 14, 2012
TAMIR FISHMAN VENTURES II LLC
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURE CAPITAL II LTD.
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURES II (CAYMAN ISLANDS) LP
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURES II LP
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURES II CEO FUND LP
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
CUSIP No. M0854Q105 Schedule 13G Page 13 of 15 Pages
TAMIR FISHMAN VENTURES II (ISRAEL) LP
By: TAMIR FISHMAN VENTURES II LLC, its general partner
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURES II CEO (US) FUND LP
By: TAMIR FISHMAN VENTURES II LLC, its general partner
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
CUSIP No. M0854Q105 Schedule 13G Page 14 of 15 Pages
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Ordinary Shares of Allot Communications, Ltd.
EXECUTED this 14th day of February, 2012.
TAMIR FISHMAN VENTURES II LLC
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURE CAPITAL II LTD.
By: TAMIR FISHMAN VENTURES II LLC, its management company
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURES II (CAYMAN ISLANDS) LP
By: TAMIR FISHMAN VENTURES II LLC, its general partner
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURES II LP
By: TAMIR FISHMAN VENTURES II LLC, its general partner
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
CUSIP No. M0854Q105 Schedule 13G Page 16 of 16 Pages
TAMIR FISHMAN VENTURES II CEO FUND LP
By: TAMIR FISHMAN VENTURES II LLC, its general partner
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURES II (ISRAEL) LP
By: TAMIR FISHMAN VENTURES II LLC, its general partner
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory
TAMIR FISHMAN VENTURES II CEO (US) FUND LP
By: TAMIR FISHMAN VENTURES II LLC, its general partner
By: TAMIR FISHMAN VENTURES MANAGEMENT II LTD., its management company
By: /s/ Eldad Tamir
Eldad Tamir, Authorized Signatory
By: /s/ Ilan Yanushavski
Ilan Yanushavski, Authorized Signatory