Allot Ltd. - Major Shareholding Notification 2021

SC 13D/A 1 e6221080_sc13da-allot.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2) 1

Allot Ltd.

(Name of Issuer)

Common Stock, par value ILS 0.10 per share

(Title of Class of Securities)

M0854Q105

(CUSIP Number)

Outerbridge Capital Management, LLC

767 Third Avenue, 11th Floor

New York, New York 10017

(347) 493-0350

Andrew Freedman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 11, 2021

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 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 ).

Field: Page; Sequence: 1

CUSIP No. M0854Q105

Field: /Page

	NAME OF REPORTING PERSON
	Outerbridge
Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		3,104,490 *
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		2,336,748 *
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,104,490 *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.6%
14	TYPE OF REPORTING PERSON
	OO, IA

Includes 1,220,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

Field: Page; Sequence: 2; Options: NewSection; Value: 2

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CUSIP No. M0854Q105

Field: /Page

	NAME OF REPORTING PERSON
	Outerbridge Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		1,000,663 *
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,000,663 *
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,000,663 *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.8%
14	TYPE OF REPORTING PERSON
	PN

Includes 840,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

Field: Page; Sequence: 3; Value: 2

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CUSIP No. M0854Q105

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	NAME OF REPORTING PERSON
	Outerbridge Special Opportunities Fund II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		141,000
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		141,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	141,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Less than 1%
14	TYPE OF REPORTING PERSON
	PN

Field: Page; Sequence: 4; Value: 2

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CUSIP No. M0854Q105

Field: /Page

	NAME OF REPORTING PERSON
	Outerbridge Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		1,000,663 *
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,000,663 *
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,000,663 *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.8%
14	TYPE OF REPORTING PERSON
	OO

Includes 840,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

Field: Page; Sequence: 5; Value: 2

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CUSIP No. M0854Q105

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	NAME OF REPORTING PERSON
	Outerbridge Special Opportunities GP II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		141,000
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		141,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	141,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Less than 1%
14	TYPE OF REPORTING PERSON
	OO

Field: Page; Sequence: 6; Value: 2

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CUSIP No. M0854Q105

Field: /Page

	NAME OF REPORTING PERSON
	Rory Wallace
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		3,104,490 *
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		2,336,748 *
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,104,490 *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.6%
14	TYPE OF REPORTING PERSON
	IN

Includes 1,220,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

Field: Page; Sequence: 7; Value: 2

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CUSIP No. M0854Q105

Field: /Page

	NAME OF REPORTING PERSON
	QVT Family Office Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		767,742
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		767,742
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	767,742
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.1%
14	TYPE OF REPORTING PERSON
	PN

Field: Page; Sequence: 8; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 8 Field: /Sequence

CUSIP No. M0854Q105

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	NAME OF REPORTING PERSON
	QVT Associates GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		767,742
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		767,742
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	767,742
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.1%
14	TYPE OF REPORTING PERSON
	OO

Field: Page; Sequence: 9; Value: 2

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CUSIP No. M0854Q105

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	NAME OF REPORTING PERSON
	QVT Financial LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		767,742
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		767,742
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	767,742
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.1%
14	TYPE OF REPORTING PERSON
	PN

Field: Page; Sequence: 10; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 10 Field: /Sequence

CUSIP No. M0854Q105

Field: /Page

	NAME OF REPORTING PERSON
	QVT Financial GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		767,742
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		767,742
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	767,742
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.1%
14	TYPE OF REPORTING PERSON
	OO

Field: Page; Sequence: 11; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 11 Field: /Sequence

CUSIP No. M0854Q105

Field: /Page

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration .

Item 3 is hereby amended and restated to read as follows:

The Ordinary Shares beneficially owned by each of the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.

The aggregate purchase price of the 160,663 Ordinary Shares owned directly by Outerbridge Partners is approximately 2,263,677.40, excluding brokerage commissions. The aggregate purchase price of the call options referencing 840,000 Ordinary Shares held by Outerbridge Partners that are currently exercisable is approximately $265,966, excluding brokerage commissions. The aggregate purchase price of the 141,000 Ordinary Shares owned directly by Outerbridge SOF II is approximately $2,308,962, excluding brokerage commissions. The aggregate purchase price of the 767,742 Ordinary Shares owned directly by QVT Fund is approximately $12,728,096, excluding brokerage commissions. The aggregate purchase price of the 815,085 Ordinary Shares held in the Accounts, which Outerbridge Capital may be deemed to beneficially own, is approximately $11,638,514, excluding brokerage commissions. The aggregate purchase price of the call options referencing 380,000 Ordinary Shares held by the Accounts that are currently exercisable, which Outerbridge Capital may be deemed to beneficially own, is approximately $150,442, excluding brokerage commissions.

Item 4. Purpose of Transaction .

Item 4 is hereby amended to add the following:

Notwithstanding the recent decline in the Issuer’s shares, the Reporting Persons remain encouraged by the rate and quality of new customer wins for the Issuer’s burgeoning cybersecurity business, and are pleased by the Issuer’s decision to showcase its security-as-a-service (SECaaS) annual recurring revenue (ARR) to investors on a quarterly basis. The Reporting Persons appreciate the nascency of the Allot Secure business and the attendant difficulty of forecasting such a business that the Issuer’s Q3 results demonstrated. Nevertheless, the Reporting Persons believe the Issuer’s recently articulated strategies for increasing both the accuracy of its forecasts and the rate of Allot Secure adoption appear sound.

The Reporting Persons believe the Issuer’s share price remains deeply undervalued and, accordingly, the Reporting Persons have held and plan to continue holding discussions with the Issuer’s management team and Board of Directors on topics related to optimizing financial reporting, board composition, and enhancing value for all shareholders.

Item 5. Interest in Securities of the Issuer .

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Ordinary Shares reported owned by each person named herein is based upon 36,286,436 Ordinary Shares outstanding as of September 30, 2021, which is the total number of Ordinary Shares outstanding as reported in the Issuer’s Form 6-K filed with the SEC on November 9, 2021.

Field: Page; Sequence: 12; Value: 2

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CUSIP No. M0854Q105

Field: /Page

A. Outerbridge Partners

(a) As of the close of business on November 12, 2021, Outerbridge Partners beneficially owned directly 1,000,663 Ordinary Shares, including 840,000 Ordinary Shares underlying certain call options that are currently exercisable.

Percentage: Approximately 2.8%

(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,000,663 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,000,663

(c) The transactions in the securities of the Issuer by Outerbridge Partners during the past sixty days are set forth on Schedule B and incorporated herein by reference.

B. Outerbridge SOF II

(a) As of the close of business on November 12, 2021, Outerbridge SOF II beneficially owned directly 141,000 Ordinary Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 141,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 141,000

C. Outerbridge GP

(a) As the general partner of Outerbridge Partners, Outerbridge GP may be deemed the beneficial owner of the 1,000,663 Ordinary Shares beneficially owned directly by Outerbridge Partners.

Percentage: Approximately 2.8%

(c) Outerbridge GP has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of Outerbridge Partners during the past sixty days are set forth on Schedule B and incorporated herein by reference.

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CUSIP No. M0854Q105

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D. Outerbridge GP II

(a) As the general partner of Outerbridge SOF II, Outerbridge GP II may be deemed the beneficial owner of the 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II.

Percentage: Less than 1%

E. Outerbridge Capital

(a) As the investment manager of each of Outerbridge Partners, Outerbridge SOF II and the Accounts, Outerbridge Capital may be deemed the beneficial owner of the (i) 1,000,663 Ordinary Shares beneficially owned directly by Outerbridge Partners, (ii) 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II, and (iii) 1,195,085 Ordinary Shares held in the Accounts, including 380,000 Ordinary Shares underlying certain call options that are currently exercisable. In addition, Outerbridge Capital may be deemed to beneficially own the 767,742 Ordinary Shares beneficially owned directly by QVT Fund pursuant to the QVT Voting Agreement (as defined in Item 6).

Percentage: Approximately 8.6%

(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,104,490 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,336,748

(c) Outerbridge Capital has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of each of Outerbridge Partners and the Accounts are set forth in Schedule B and are incorporated herein by reference.

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CUSIP No. M0854Q105

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F. Rory Wallace

(a) As the managing member of each of Outerbridge Capital, Outerbridge GP and Outerbridge GP II, Mr. Wallace may be deemed the beneficial owner of the (i) 1,000,663 Ordinary Shares beneficially owned directly by Outerbridge Partners, (ii) 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II, (iii) 1,195,085 Ordinary Shares held in the Accounts, including 380,000 Ordinary Shares underlying certain call options that are currently exercisable and (iv) 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

Percentage: Approximately 8.6%

(c) Mr. Wallace has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of each of Outerbridge Partners and the Accounts are set forth in Schedule B and are incorporated herein by reference.

G. QVT Fund

(a) As of the close of business on November 12, 2021, QVT Fund beneficially owned directly 767,742 Ordinary Shares.

Percentage: Approximately 2.1%

(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 767,742 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 767,742

(c) The transactions in the securities of the Issuer by QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

H. QVT Associates GP

(a) As the general partner of QVT Fund, QVT Associates GP may be deemed the beneficial owner of the 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

Percentage: Approximately 2.1%

(c) QVT Associates GP has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

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CUSIP No. M0854Q105

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I. QVT Financial

(a) As the investment manager of QVT Fund, QVT Financial may be deemed the beneficial owner of the 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

Percentage: Approximately 2.1%

(c) QVT Financial has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

J. QVT Financial GP

(a) As the general partner of QVT Financial, QVT Financial GP may be deemed the beneficial owner of the 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

Percentage: Approximately 2.1%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

Item 6 is hereby amended to add the following:

Outerbridge Partners has purchased certain American-style call options referencing an aggregate of 250,000 Ordinary Shares, which are currently exercisable, have a strike price of $17.50 per Ordinary Share and expire on November 19, 2021, as further described on Schedule B hereto.

Outerbridge Partners purchased certain additional American-style call options referencing an aggregate of 300,000 Ordinary Shares, which had a strike price of $17.50 per Ordinary Share and had an expiration date of November 19, 2021. Prior to their expiration, these call options were sold, as set forth on Schedule B. Accordingly, Outerbridge Partners no longer has any exposure to such options.

Outerbridge Partners has purchased certain American-style call options referencing an aggregate of 300,000 Ordinary Shares, which are currently exercisable, have a strike price of $20.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.

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CUSIP No. M0854Q105

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Outerbridge Partners has purchased certain American-style call options referencing an aggregate of 290,000 Ordinary Shares, which are currently exercisable, have a strike price of $25.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.

As previously disclosed, Outerbridge Partners had purchased certain American-style call options referencing an aggregate of 360,000 Ordinary Shares, which had a strike price of $17.50 per Ordinary Share and had an expiration date of September 17, 2021. These call options expired worthless pursuant to their terms. Accordingly, the Accounts no longer have any exposure to such options.

As previously disclosed, Outerbridge Capital, on behalf of the Accounts, had purchased certain American-style call options referencing an aggregate of 620,000 Ordinary Shares, which had a strike price of $22.50 per Ordinary Share and had an expiration date of September 17, 2021. Prior to their expiration, these call options were sold. Accordingly, the Accounts no longer have any exposure to such options.

Outerbridge Capital, on behalf of the Accounts, has purchased certain American-style call options referencing an aggregate of 380,000 Ordinary Shares, which are currently exercisable, have a strike price of $25.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.

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CUSIP No. M0854Q105

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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.

Date: November 15, 2021

/s/ Rory Wallace
Name:	Rory Wallace
Title:	Managing Member

OUTERBRIDGE PARTNERS, LP — By:	Outerbridge Partners GP, LLC, its general partner
By:	/s/ Rory Wallace
	Name:	Rory Wallace
	Title:	Managing Member

OUTERBRIDGE SPECIAL OPPORTUNITIES FUND II, LP — By:	Outerbridge Special Opportunities GP II, LLC, its general partner
By:	/s/ Rory Wallace
	Name:	Rory Wallace
	Title:	Managing Member

/s/ Rory Wallace
Name:	Rory Wallace
Title:	Managing Member

/s/ Rory Wallace
Name:	Rory Wallace
Title:	Managing Member

/s/ Rory Wallace
RORY WALLACE

Field: Page; Sequence: 18; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 18 Field: /Sequence

CUSIP No. M0854Q105

Field: /Page

QVT FAMILY OFFICE FUND LP — By:	QVT Associates GP LLC, its general partner
By:	/s/ Dan Gold
	Name:	Dan Gold
	Title:	Managing Member

By:
Name:	Tracy Fu
Title:	Managing Member

/s/ Dan Gold
Name:	Dan Gold
Title:	Managing Member

By:
Name:	Tracy Fu
Title:	Managing Member

QVT FINANCIAL LP — By:	QVT Financial GP LLC, its general partner
By:	/s/ Dan Gold
	Name:	Dan Gold
	Title:	Managing Member

By:
Name:	Tracy Fu
Title:	Managing Member

/s/ Dan Gold
Name:	Dan Gold
Title:	Managing Member

By:
Name:	Tracy Fu
Title:	Managing Member

Field: Page; Sequence: 19; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 19 Field: /Sequence

CUSIP No. M0854Q105

Field: /Page

SCHEDULE B

Transactions in the Securities of the Issuer During the Past Sixty Days

Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale

OUTERBRIDGE PARTNERS, LP

Purchase of March 18, 2022 Call Options ($25.00 Strike Price)	240,000	$0.3959	09/15/2021
Purchase of March 18, 2022 Call Options ($25.00 Strike Price)	50,000	$0.4300	09/16/2021
Purchase of Ordinary Shares	6,055	$14.8695	09/28/2021
Purchase of Ordinary Shares	20,000	$15.1048	10/11/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)	150,000	$0.3000	10/12/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)	50,000	$0.3500	10/15/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)	100,000	$0.3797	10/18/2021
Sale of Ordinary Shares	(35,000)	$14.8935	10/18/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)	150,000	$0.2750	10/26/2021
Sale of Ordinary Shares	(35,000)	$14.6000	10/26/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)	100,000	$0.2900	11/02/2021
Purchase of Ordinary Shares	10,000	$14.9341	11/04/2021
Purchase of Ordinary Shares	15,663	$15.0116	11/04/2021
Purchase of Ordinary Shares	25,000	$14.9998	11/04/2021
Purchase of Ordinary Shares	30,000	$15.2802	11/05/2021
Purchase of Ordinary Shares	50,000	$13.7388	11/09/2021
Sale of November 19, 2021 Call Options ($17.50 Strike Price)	(300,000)	$0.0001	11/11/2021
Purchase of March 18, 2022 Call Options ($20.00 Strike Price)	300,000	$0.2500	11/11/2021
Purchase of Ordinary Shares	30,000	$11.9000	11/11/2021

Field: Page; Sequence: 20; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 20 Field: /Sequence

CUSIP No. M0854Q105

Field: /Page

OUTERBRIDGE CAPITAL MANAGEMENT LLC

( Through the Accounts)

Sale of September 17, 2021 Call Options ($22.50 Strike Price)	(329,800)	$0.0100	09/15/2021
Sale of September 17, 2021 Call Options ($22.50 Strike Price)	(290,200)	$0.0100	09/15/2021
Purchase of March 18, 2022 Call Options ($25.00 Strike Price)	202,200	$0.3959	09/15/2021
Purchase of March 18, 2022 Call Options ($25.00 Strike Price)	177,800	$0.3959	09/15/2021

QVT FAMILY OFFICE FUND LP

Purchase of Ordinary Shares 150,000 $11.9000 11/11/2021

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