Camtek Ltd. — Major Shareholding Notification 2017

Jun 12, 2017

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

CAMTEK LTD.

(Name of Issuer)

Ordinary Shares, NIS 0.01 per share (Title of Class of Securities)

	M207 91105
	(CUSIP Number)
Lior Aviram, Adv.
Shibolet & Co.
Museum Tower
4 Berkowitz St.
64238 Tel Aviv, Israel
Tel: 972-3-777-8333
Fax: 972-3-777-8444

Richard H. Gilden, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 Tel: 212-715-9486 Fax: 212-715-8085

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 8, 2017

(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 ☐.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1 Priortech Ltd. (formerly "PCB Ltd.") CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 5
	(a) ☒
	(b) ☐
	☐
CITIZENSHIP OR PLACE OF ORGANIZATION 6
Israel
SOLE VOTING POWER
7
0
SHARED VOTING POWER NUMBER OF 8 SHARES
BENEFICIALLY 15,819,739 Ordinary Shares, NIS 0.01 par value per share
OWNED BY SOLE DISPOSITIVE POWER EACH
9 REPORTING PERSON WITH
0 SHARED DISPOSITIVE POWER
10
15,819,739 Ordinary Shares, NIS 0.01 par value per share
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11
15,819,739 Ordinary Shares, NIS 0.01 par value per share
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	☐
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13
44.75%
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO

	NAMES OF REPORTING PERSONS
1	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Rafi Amit
			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
2
3	SEC USE ONLY
		SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
			CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)	☐
5
			CITIZENSHIP OR PLACE OF ORGANIZATION
6
	Israel
		7	SOLE VOTING POWER
			24,560 Ordinary Shares, NIS 0.01 par value per share
NUMBER OF			SHARED VOTING POWER
SHARES BENEFICIALLY		8
OWNED BY			15,819,739 Ordinary Shares, NIS 0.01 par value per share SOLE DISPOSITIVE POWER
EACH REPORTING	9
PERSON WITH			24,560 Ordinary Shares, NIS 0.01 par value per share
			SHARED DISPOSITIVE POWER
		10	15,819,739 Ordinary Shares, NIS 0.01 par value per share
			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
			15,819,739 Ordinary Shares, NIS 0.01 par value per share	☐
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13	44.8%
	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
	IN

	NAMES OF REPORTING PERSONS
1	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Yotam Stern
2			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
	SEC USE ONLY
3
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
			CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)	☐
5
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
			SOLE VOTING POWER
		7
			108,200 Ordinary Shares, NIS 0.01 par value per share
NUMBER OF SHARES		8	SHARED VOTING POWER
BENEFICIALLY			15,819,739 Ordinary Shares, NIS 0.01 par value per share
OWNED BY EACH			SOLE DISPOSITIVE POWER
REPORTING	9
PERSON WITH			108,200 Ordinary Shares, NIS 0.01 par value per share
			SHARED DISPOSITIVE POWER
		10	15,819,739 Ordinary Shares, NIS 0.01 par value per share
			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
			15,819,739 Ordinary Shares, NIS 0.01 par value per share
12	☐ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
	45%
	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14	IN

Introduction

This Amendment No. 3 (this "Amendment") relates to the Schedule 13D filed on August 19, 2002 (as amended and supplemented to date, the "Schedule 13D") by the reporting persons relating to the ordinary shares, NIS 0.01 per share (the "Ordinary Shares") of Camtek Ltd. (the "Issuer"), whose principal executive offices are located at Ramat Gavriel Ind. Zone, P.O.Box 544 Migdal Ha'emek 23150, Israel. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

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

N/A

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following text after the last sentence thereto: On June 8, 2017, Priortech Ltd.("Priortech") sold 500,000 Issuer Ordinary Shares at a price of \$2.36 per share pursuant to the exercise of an option previously granted by Priortech.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a) and (b) As of the date hereof, Priortech beneficially owns 15,819,739 Issuer Ordinary Shares, representing approximately 44.75% of the issued and outstanding Issuer Ordinary Shares. To the knowledge of Priortech, none of the directors or executive officers of Priortech beneficially own any Issuer Ordinary Shares, other than as described below.

As a result of a voting agreement among each of Messrs. Rafi Amit and Yotam Stern, each of these individuals may be deemed to beneficially own the 15,819,739 Issuer Ordinary Shares owned by Priortech and may be deemed to share the power to vote and dispose of all such Issuer Ordinary Shares.

As of the date hereof, Mr. Rafi Amit beneficially owned 15,844,299 Issuer Ordinary Shares, or approximately 44.8% of the outstanding Issuer Ordinary Shares. Mr. Amit shares the power to vote and dispose of 15,819,739 Issuer Ordinary Shares owned by Priortech, and has the sole power to vote and dispose of 24,560 Issuer Ordinary Shares.

As of the date hereof, Mr. Yotam Stern beneficially owned 15,927,939 Issuer Ordinary Shares, or approximately 45% of the outstanding Issuer Ordinary Shares. Mr. Stern shares the power to vote and dispose of 15,819,739 Issuer Ordinary Shares owned by Priortech, and has the sole power to vote and dispose of 108,200 Issuer Ordinary Shares.

• (c) On June 8, 2017, Priortech Ltd. sold 500,000 Issuer Ordinary Shares at a price of \$2.36 per share.
• (d) None.
• (e) N/A.

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

N/A

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: June 12, 2017

Priortech Ltd.

By: /s/ Yotam Stern Name: Yotam Stern Title: Chief Executive Officer

By: /s/ Rafi Amit Rafi Amit

By: /s/ Yotam Stern Yotam Stern