Major Shareholding Notification • Feb 13, 2023
Major Shareholding Notification
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SC 13G/A 1 brhc10047834_sc13ga.htm SC 13G/A
Under the Securities Exchange Act of 1934 (Amendment No. 4)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(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)
☐ Rule 13d-1(c)
☐ 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.
| NAMES OF REPORTING PERSONS | |||||
|---|---|---|---|---|---|
| 1 | Nikko Asset Management Americas, Inc. | ||||
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||
| 2 | (a)☐ | ||||
| (b)☐ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| USA | |||||
| SOLE VOTING POWER | |||||
| 5 | 0 | ||||
| NUMBER OF SHARES BENEFICIALLY |
SHARED VOTING POWER | ||||
| 6 | 0 | ||||
| OWNED BY EACH |
SOLE DISPOSITIVE POWER | ||||
| REPORTING PERSON WITH |
7 | 0 | |||
| SHARED DISPOSITIVE POWER | |||||
| 8 | 0 | ||||
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 9 | 0 | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE | ||||
| INSTRUCTIONS) | |||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IA | |||||
Item 1.
Item 2.
| (a) | Name of Issuer |
|---|---|
| Compugen, Ltd. | |
| (b) | Address of Issuer'ss Principal Executive Offices |
| Azrieli Center, 26 Harokmim St. Bldg D Holon L3 5885849, Israel |
|
| (a) | Name of Person Filing |
| Nikko Asset Management Americas, Inc. | |
| (b) | Address of Principal Business Office or, if none, Residence |
| 605 Third Avenue, 38th Floor, New York, NY 10158 |
|
| (c) | Citizenship |
| USA | |
| (d) | Title of Class of Securities |
| Ordinary Shares, par value NIS 0.01 | |
| (e) | CUSIP Number |
| M25722105 |
2/12/23, 5:56 PM https://www.sec.gov/Archives/edgar/data/1119774/000114036123005798/brhc10047834_sc13ga.htm
| 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: | ||
|---|---|---|
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☒ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | 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 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ | A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in |
accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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:
0
(b) Percent of class:
0%
0
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
0
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 ☒.
See Exhibit A.
See Exhibit A.
Not Applicable.
Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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: February 8, 2023 By: /s/ Gary L. Beckham Name: Gary L. Beckham Title: Chief Compliance Officer
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Pursuant to the instructions in Items 6 and 7 of Schedule 13G, the security being reported on by Nikko Asset Management Americas, Inc., as subsidiary to the parent holding companies listed below, are owned, or may be deemed to be beneficially owned, by its parent holding companies.
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