Brainsway Ltd. — Major Shareholding Notification 2019

Aug 19, 2019

SC 13G 1 sc13g.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

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

Brainsway Ltd.

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(Name of Issuer)

Ordinary Shares, par value NIS 0.04 per share

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(Title of Class of Securities)

10501L106

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(CUSIP Number)

August 8, 2019

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(Date of Event Which Requires Filing of this Statement)

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

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

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*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. | 10501L106 |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | RTW
Investments, LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (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 |
| 6. | SHARED
VOTING POWER |
| | 1,453,218 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,453,218 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,453,218 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.54% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | PN,
OO, IA |

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| CUSIP
No. | 10501L106 |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | RTW
Master Fund, Ltd. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (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 |
| 6. | SHARED
VOTING POWER |
| | 1,116,480 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,116,480 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,116,480 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.02% |
| 12. | TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS) |
| | CO |

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| CUSIP
No. | 10501L106 |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Roderick
Wong |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a)
[ ] |
| | (b)
[X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,453,218 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,453,218 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,453,218 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.54% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | IN,
HC |

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| Item
1. | (a). | Name
of Issuer: Brainsway
Ltd. |
| --- | --- | --- |
| | (b). | Address
of issuer’s principal executive offices: |
| | | 19
Hartum Street, Bynew Building, 3rd Floor |
| | | Har
HaHotzvim, Jerusalem 91451, Israel |
| Item
2. | (a). | Name
of person filing: |
| | | RTW
Investments, LP |
| | | RTW
Master Fund, Ltd. |
| | | Roderick
Wong |
| | (b). | Address
or principal business office or, if none, residence: |
| | | RTW
Investments, LP |
| | | 412 West 15 th Street Floor
9 |
| | | New
York, New York 10011 |
| | | RTW
Master Fund, Ltd. |
| | | c/o
Intertrust Corporate Services (Cayman) Limited |
| | | 190
Elgin Avenue, George Town |
| | | Grand
Cayman KY1-9001, Cayman Islands |
| | | Roderick
Wong |
| | | c/o
RTW Investments, LP |
| | | 412 West 15 th Street Floor
9 |
| | | New
York, New York 10011 |
| | (c). | Citizenship: |
| | | RTW
Investments, LP – Delaware |
| | | RTW
Master Fund, Ltd. – Cayman Islands |
| | | Roderick
Wong – United States of America |
| | (d). | Title
of class of securities: |
| | | Ordinary
Shares, par value NIS 0.04 per share |
| | (e). | CUSIP
No.: |
| | | 10501L106 |

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| 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 | | |
| --- | --- | --- | --- |
| | N/A | | |
| 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: | |
| | | RTW
Investments, LP – 1,453,218 | |
| | | RTW
Master Fund, Ltd. – 1,116,480 | |
| | | Roderick
Wong – 1,453,218 | |
| | (b) | Percent of class: | |
| | | RTW
Investments, LP – 6.54% | |
| | | RTW
Master Fund, Ltd. – 5.02% | |
| | | Roderick
Wong – 6.54% | |
| | (c) | Number of shares as to which the
person has: | |
| | | (i) | Sole
power to vote or to direct the vote |
| | | | RTW
Investments, LP – 0 |
| | | | RTW
Master Fund, Ltd. – 0 |
| | | | Roderick
Wong – 0 |
| | | (ii) | Shared
power to vote or to direct the vote |
| | | | RTW
Investments, LP – 1,453,218 |
| | | | RTW
Master Fund, Ltd. 1,116,480 |
| | | | Roderick
Wong – 1,453,218 |
| | | (iii) | Sole
power to dispose or to direct the disposition of |
| | | | RTW
Investments, LP – 0 |
| | | | RTW
Master Fund, Ltd. – 0 |
| | | | Roderick
Wong – 0 |
| | | (iv) | Shared
power to dispose or to direct the disposition of |
| | | | RTW
Investments, LP – 1,453,218 |
| | | | RTW
Master Fund, Ltd. 1,116,480 |
| | | | Roderick
Wong – 1,453,218 |

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• The Ordinary Shares, par value NIS 0.04 per share (the “Shares”), of Brainsway Ltd. (the “Company”) reported herein are held by RTW Master Fund, Ltd. and one or more private funds (together the “Funds”) managed by RTW Investments, LP (the “Adviser”). The Shares are held in the form of 726,609 of the Company’s American Depositary Shares (“ADSs”). Each ADS represents two (2) Shares of the Company. The Adviser, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 1,453,218 Shares, or 6.54% of the Company’s 22,236,368 Shares deemed issued and outstanding as of August 8, 2019, as reported by the Tel Aviv Stock Exchange. Roderick Wong is the Managing Partner of the Adviser. This report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.

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| 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 [ ]. |
| | N/A |
| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person. |
| | If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required. |
| | 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. |
| | If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary. |
| | N/A |
| Item
8. | Identification
and Classification of Members of the Group. |
| | If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| | N/A |
| Item
9. | Notice
of Dissolution of Group. |
| | Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5. |
| | N/A |
| Item
10. | Certification. |
| | By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |

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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.

| Dated:
August 19, 2019 | |
| --- | --- |
| RTW
Investments, LP | |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Managing Partner |
| RTW
Master Fund, Ltd. | |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Director |
| Roderick
Wong | |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Individually |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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