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CollPlant Biotechnologies Ltd — Major Shareholding Notification 2021
Feb 16, 2021
34698_mrq_2021-02-17_7405d72c-4d82-4856-a042-ca0375633384.zip
Major Shareholding Notification
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SC 13G/A 1 a21-6946_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. 2)**
*CollPlant Biotechnologies Ltd.*
*(Name of Issuer)*
Ordinary Shares, par value NIS 1.5 per share (including Ordinary Shares represented by American Depositary Shares (ADSs) at a ratio of one Ordinary Share per each ADS)
*(Title of Class of Securities)*
19516R107
*(CUSIP Number)*
George Walter Loewenbaum Grantor Retained Annuity Trust V
Lillian S. Loewenbaum Grantor Retained Annuity Trust IV
The Waterproof Partnership, Ltd.
The Loewenbaum 1992 Trust
George Walter Loewenbaum
Elizabeth S. Loewenbaum
Lillian S. Loewenbaum
c/o Lillian S. Loewenbaum
1000 Westbank Dr., Ste #2A
Austin, TX 78746
Copy to :
Jason R. Schendel
Sheppard, Mullin, Richter & Hampton LLP
379 Lytton Ave.
Palo Alto, California 94301
(650) 815-2600
*(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)*
December 31, 2020
*(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) |
|---|---|
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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 (the 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. 19516R107 Page 2 of 15
| 1. — 2. | Name of Reporting Person: George Walter Loewenbaum — Check the Appropriate Box if a Member of a Group | (a) (b) |
|---|---|---|
| 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: 906,990 Ordinary Shares (1) |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 906,990 Ordinary Shares (1) | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 906,990 Ordinary Shares (1) | |
| 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): 13.3% (2) | |
| 12. | Type of Reporting Person (See Instructions): IN |
(1) Consists of (a) 250,000 shares of the Issuers ordinary shares underlying American Depository Shares (ADSs) issuable to Strata Trust Company Custodian FBO George Walter Loewenbaum IRA upon exercise of an ordinary warrant, (b) 50,000 ordinary shares underlying ADSs held by the Walter Loewenbaum Trust, and (c) 606,990 ordinary shares underlying ADSs held by the Reporting Person in an IRA.
(2) Based on 6,567,536 ordinary shares of the Issuer issued and outstanding as of August 31, 2020 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of September 2020 filed with the SEC on September 1, 2020), plus the 250,000 shares of the Issuers ordinary shares underlying the ordinary warrant referred to in footnote (1) above.
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CUSIP No. 19516R107 Page 3 of 15
| 1. — 2. | Name of Reporting Person: Lillian S. Loewenbaum — Check the Appropriate Box if a Member of a Group | (a) (b) |
|---|---|---|
| 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: 20,000 Ordinary Shares (1) |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 20,000 Ordinary Shares (1) | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 20,000 Ordinary Shares (1) | |
| 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): 0.3% (2) | |
| 12. | Type of Reporting Person (See Instructions): IN |
(1) Consists of (a) 10,000 shares of the Issuers ordinary shares underlying ADSs held in the Lillian Shaw Loewenbaum Trust, and (b) 10,000 shares of the Issuers ordinary shares underlying ADSs held by the Reporting Person directly.
(2) Based on 6,567,536 ordinary shares of the Issuer issued and outstanding as of August 31, 2020 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of September 2020 filed with the SEC on September 1, 2020).
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CUSIP No. 19516R107 Page 4 of 15
| 1. — 2. | Name of Reporting Person: Elizabeth S. Loewenbaum — Check the Appropriate Box if a Member of a Group | (a) (b) |
|---|---|---|
| 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: 10,000 Ordinary Shares |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 10,000 Ordinary Shares | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 10,000 Ordinary Shares | |
| 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): 0.2% (1) | |
| 12. | Type of Reporting Person (See Instructions): IN |
(1) Based on 6,567,536 ordinary shares of the Issuer issued and outstanding as of August 31, 2020 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of September 2020 filed with the SEC on September 1, 2020).
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CUSIP No. 19516R107 Page 5 of 15
| 1. — 2. | Name of Reporting Person: George Walter Loewenbaum Grantor Retained Annuity Trust V — Check the Appropriate Box if a Member of a Group | (a) (b) |
|---|---|---|
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Texas | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 13,000 Ordinary Shares |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 13,000 Ordinary Shares | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 13,000 Ordinary Shares | |
| 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): 0.2% (1) | |
| 12. | Type of Reporting Person (See Instructions): OO |
(1) Based on 6,567,536 ordinary shares of the Issuer issued and outstanding as of August 31, 2020 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of September 2020 filed with the SEC on September 1, 2020).
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CUSIP No. 19516R107 Page 6 of 15
| 1. — 2. | Name of Reporting Person: Lillian S. Loewenbaum Grantor Retained Annuity Trust IV — Check the Appropriate Box if a Member of a Group | (a) (b) |
|---|---|---|
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Texas | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 58,750 Ordinary Shares (1) |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 58,750 Ordinary Shares (1) | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 58,750 Ordinary Shares (1) | |
| 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): 0.9% (2) | |
| 12. | Type of Reporting Person (See Instructions): OO |
(1) Consists of (a) 18,750 ordinary shares underlying ADSs issuable to the Reporting Person upon exercise of an ordinary warrant and (b) 40,000 ordinary shares underlying ADSs held by the Reporting Person directly.
(2) Based on 6,567,536 ordinary shares of the Issuer issued and outstanding as of August 31, 2020 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of September 2020 filed with the SEC on September 1, 2020), plus the 18,750 shares of the Issuers ordinary shares underlying the ordinary warrant referred to in footnote (1) above.
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CUSIP No. 19516R107 Page 7 of 15
| 1. — 2. | Name of Reporting Person: The Loewenbaum 1992 Trust — Check the Appropriate Box if a Member of a Group | (a) (b) |
|---|---|---|
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Texas | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 30,010 Ordinary Shares |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 30,010 Ordinary Shares | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 30,010 Ordinary Shares | |
| 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): 0.5% (1) | |
| 12. | Type of Reporting Person (See Instructions): OO |
(1) Based on 6,567,536 ordinary shares of the Issuer issued and outstanding as of August 31, 2020 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of September 2020 filed with the SEC on September 1, 2020).
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CUSIP No. 19516R107 Page 8 of 15
| 1. — 2. | Name of Reporting Person: The Waterproof Partnership, Ltd. — Check the Appropriate Box if a Member of a Group | (a) (b) |
|---|---|---|
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Texas | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power: 20,000 Ordinary Shares |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 20,000 Ordinary Shares | |
| 8. | Shared Dispositive Power: 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 20,000 Ordinary Shares | |
| 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): 0.3% (1) | |
| 12. | Type of Reporting Person (See Instructions): OO |
(1) Based on 6,567,536 ordinary shares of the Issuer issued and outstanding as of August 31, 2020 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of September 2020 filed with the SEC on September 1, 2020).
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CUSIP No. 19516R107 Page 9 of 15
*Item 1(a). Name of Issuer:*
CollPlant Biotechnologies Ltd. (the Issuer )
*Item 1(b). Address of Issuers Principal Executive Offices:*
4 Oppenheimer St, Weizmann Science Park
Rehovot 7670104, Israel
*Item 2(a). Name of Person(s) Filing:*
This statement is filed by the individuals and entities listed below, all of whom together are referred to herein as the Reporting Persons .
(i) George Walter Loewenbaum, an individual
(ii) Lillian S. Loewenbaum, an individual
(iii) Elizabeth Loewenbaum, an individual
(iv) George Walter Loewenbaum Grantor Retained Annuity Trust V, a Texas trust,
(v) Lillian S. Loewenbaum Grantor Retained Annuity Trust IV, a Texas trust,
(vi) The Loewenbaum 1992 Trust, a Texas trust, and
(vii) The Waterproof Partnership, Ltd., a Texas partnership.
*Item 2(b). Address of Principal Business Office or, if none, Residence:*
The address of the principal business office of each Reporting Person is 1000 Westbank Dr, Ste #2A, Austin, TX 78746.
*Item 2(c). Citizenship:*
See Item 4 of each cover page.
*Item 2(d). Title of Class of Securities:*
See the cover page of this filing.
*Item 2(e). CUSIP Number:*
19516R107.
*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.
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CUSIP No. 19516R107 Page 10 of 15
*Item 4. Ownership.*
(a) Amount beneficially owned:
See Item 9 of each cover page.
(b) Percent of class:
See Item 11 of each cover page.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of each cover page.
(ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
*Item 5. Ownership of Five Percent or Less of a Class.*
If the 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 o .
*Item 6. Ownership of More than Five Percent on Behalf of Another Person.*
Not applicable.
*Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.*
Not applicable.
*Item 8. Identification and Classification of Members of the Group.*
Not applicable.
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CUSIP No. 19516R107 Page 11 of 15
*Item 9. Notice of Dissolution of Group.*
Not applicable.
*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, other than activities solely in connection with a nomination under § 240.14a-11.
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CUSIP No. 19516R107 Page 12 of 15
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 16, 2021 | Name: | /s/ G. Walter Loewenbaum |
|---|---|---|
| Dated: February 16, 2021 | Name: | /s/ Lillian S. Loewenbaum |
| Dated: February 16, 2021 | Name: | /s/ Elizabeth Loewenbaum |
| Dated: February 16, 2021 | George Walter Loewenbaum Grantor Retained Annuity Trust V | |
| By: | /s/ G. Walter Loewenbaum | |
| Name: | George Walter Loewenbaum | |
| Title: | Trustee | |
| Dated: February 16, 2021 | Lillian S. Loewenbaum Grantor Retained Annuity Trust IV | |
| By: | /s/ G. Walter Loewenbaum | |
| Name: | G. Walter Loewenbaum | |
| Title: | Trustee | |
| Dated: February 16, 2021 | The Waterproof Partnership, Ltd. | |
| By: | /s/ G. Walter Loewenbaum | |
| Name: | G. Walter Loewenbaum | |
| Title: | General Partner | |
| By: | /s/ Lillian S. Loewenbaum | |
| Name: | Lillian S. Loewenbaum | |
| Title: | General Partner | |
| Dated: February 16, 2021 | The Loewenbaum 1992 Trust | |
| By: | /s/ G. Walter Loewenbaum | |
| Name: | G. Walter Loewenbaum | |
| Title: | Trustee | |
| By: | /s/ Lillian S. Loewenbaum | |
| Name: | Lillian S. Loewenbaum | |
| Title: | Trustee |
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CUSIP No. 19516R107 Page 13 of 15
EXHIBIT INDEX
| Exhibit | |
|---|---|
| Exhibit A: | Joint Filing Agreement . |
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CUSIP No. 19516R107 Page 14 of 15
EXHIBIT A
*JOINT FILING AGREEMENT*
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares, par value NIS 1.5 per share (including Ordinary Shares represented by American Depositary Shares (ADSs) at a ratio of one Ordinary Share per ADS, of CollPlant Biotechnologies Ltd., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 16, 2021.
| Dated: February 16, 2021 | Name: | /s/ G. Walter Loewenbaum |
|---|---|---|
| Dated: February 16, 2021 | Name: | /s/ Lillian S. Loewenbaum |
| Dated: February 16, 2021 | Name: | /s/ Elizabeth Loewenbaum |
| Dated: February 16, 2021 | George Walter Loewenbaum Grantor Retained Annuity Trust V | |
| By: | /s/ G. Walter Loewenbaum | |
| Name: | G. Walter Loewenbaum | |
| Title: | Trustee | |
| Dated: February 16, 2021 | Lillian S. Loewenbaum Grantor Retained Annuity Trust IV | |
| By: | /s/ G. Walter Loewenbaum | |
| Name: | G. Walter Loewenbaum | |
| Title: | Trustee | |
| Dated: February 16, 2021 | The Waterproof Partnership, Ltd. | |
| By: | /s/ G. Walter Loewenbaum | |
| Name: | G. Walter Loewenbaum | |
| Title: | General Partner | |
| By: | /s/ Lillian S. Loewenbaum | |
| Name: | Lillian S. Loewenbaum | |
| Title: | General Partner |
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CUSIP No. 19516R107 Page 15 of 15
| Dated: February 16, 2021 | |
|---|---|
| By: | /s/ G. Walter Loewenbaum |
| Name: | G. Walter Loewenbaum |
| Title: | Trustee |
| By: | /s/ Lillian S. Loewenbaum |
| Name: | Lillian S. Loewenbaum |
| Title: | Trustee |
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