Foresight Autonomous Holdings Ltd. — Major Shareholding Notification 2023

Feb 3, 2023

SC 13G/A 1 ea172642-13ga4sibo_foresight.htm AMENDMENT NO. 4 TO SCHEDULE 13G

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 4)

(Rule 13d-102)

Under the Securities Exchange Act of 1934

Foresight Autonomous Holdings Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

345523104

(CUSIP Number)

December 31, 2022

(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).

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CUSIP No. 345523104 13G Page 2 of 8 Pages

| 1. | Names
of Reporting Persons Haim
Siboni |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ( See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC
Use Only |
| 4. | Citizenship
or Place of Organization Israel |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | Sole
Voting Power 6,113,000 1 |
| --- | --- |
| 6. | Shared
Voting Power 23,751,696 2 |
| 7. | Sole
Dispositive Power 6,113,000 1 |
| 8. | Shared
Dispositive Power 23,751,696 2 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 29,864,696 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions) ☐ |
| 11. | Percent
of Class Represented by Amount in Row (9) 9.1% |
| 12. | Type
of Reporting Person ( See Instructions) IN |

1 Consists of options to purchase 6,113,000 Ordinary Shares exercisable within 60 days of December 31, 2022, owned by Haim Siboni.

2 Consists of 23,751,696 Ordinary Shares owned by Magna – B.S.P. Ltd. Haim Siboni is the chief executive officer and a director of Magna – B.S.P. Ltd.

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CUSIP No. 345523104 13G Page 3 of 8 Pages

| 1. | Names
of Reporting Persons Magna
– B.S.P. Ltd. |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ( See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC
Use Only |
| 4. | Citizenship
or Place of Organization Israel |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | Sole
Voting Power 0 |
| --- | --- |
| 6. | Shared
Voting Power 23,751,696 1 |
| 7. | Sole
Dispositive Power 0 |
| 8. | Shared
Dispositive Power 23,751,696 1 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 23,751,696 1 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions) ☐ |
| 11. | Percent
of Class Represented by Amount in Row (9) 7.35% |
| 12. | Type
of Reporting Person ( See Instructions) CO |

1 Consists of 23,751,696 Ordinary Shares owned by Magna – B.S.P. Ltd.

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CUSIP No. 345523104 13G Page 4 of 8 Pages

| Item
1(a). | Name of Issuer: |
| --- | --- |
| | Foresight Autonomous
Holdings Ltd. |
| Item 1(b). | Address of Issuer’s
Principal Executive Offices: |
| | 7 Golda Meir |
| | Ness Ziona 741001 Israel |
| Item 2(a). | Name of Person Filing: |
| | This Statement is filed
on behalf of Haim Siboni and Magna – B.S.P. Ltd. (the “Reporting Persons”). |
| Item 2(b). | Address of Principal
Offices or, if None, Residence: |
| | The address of the Reporting
Persons is: |
| | Rotem Industrial Park
D.N. Arava, |
| | Arava, 86800 Israel |
| Item 2(c). | Citizenship: |
| | Haim
Siboni is a citizen of the State of Israel. Magna
– B.S.P. Ltd. is incorporated in the State of Israel. |
| Item 2(d). | Title of Class of
Securities: |
| | Ordinary Shares |
| Item 2(e). | CUSIP Number: |
| | 345523104 |
| Item 3. | If the Statement
is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: |
| | Not applicable. |

| (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 association 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 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | 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:_______

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CUSIP No. 345523104 13G Page 5 of 8 Pages

ITEM 4. Ownership.

| (a) | Amount
beneficially owned: |
| --- | --- |
| | 29,864,696 1 shares |
| (b) | Percent
of class: |
| | 9.1% |
| (c) | Number
of shares as to which such persons have: |
| (i) | Sole
power to vote or direct the vote: Haim
Siboni has sole power to vote or to direct the vote of the Ordinary Shares underlying options to purchase 6,113,000 Ordinary
Shares exercisable within 60 days of December 31, 2022. |
| (ii) | Shared
power to vote or direct the vote: 29,864,696 |
| (iii) | Sole
power to dispose or to direct the disposition of: Haim
Siboni has sole power to dispose or to direct the disposition of options to purchase 6,113,000 Ordinary Shares exercisable within
60 days of December 31, 2022. |
| (iv) | Shared
power to dispose or to direct the disposition of: 29,864,696 |

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 had ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following ☐.
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.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	Not applicable.

1 Consists of 23,751,696 Ordinary Shares owned by Magna – B.S.P. Ltd., and options to purchase 6,113,000 Ordinary Shares exercisable within 60 days of December 31, 2022, owned by Haim Siboni.

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CUSIP No. 345523104 13G Page 6 of 8 Pages

SIGNATURES

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.

	February 3, 2023 (Date)
	/s/
Haim Siboni
	(Signature)
	Magna – B.S.P. Ltd.
By:	/s/
Haim Siboni
Name:	Haim Siboni
Title:	Chief Executive Officer

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

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CUSIP No. 345523104 13G Page 7 of 8 Pages

EXHIBIT INDEX

A. Joint Filing Agreement, dated as of February 3, 2023, by and between Haim Siboni and Magna – B.S.P. Ltd.

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CUSIP No. 345523104 13G Page 8 of 8 Pages

JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13G/A with respect to the Ordinary Shares of no par value, of Foresight Autonomous Holdings Ltd., dated as of February 3, 2023, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

	February 3, 2023 (Date)
	Magna – B.S.P. Ltd.
By:	/s/
Haim Siboni
Name:	Haim Siboni
Title:	Chief Executive Officer
	/s/
Haim Siboni
	(Signature)

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