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KAMADA LTD — Major Shareholding Notification 2017
Nov 6, 2017
33046_mrq_2017-11-06_ee927ffd-baf4-4154-958d-ae812c8ba063.zip
Major Shareholding Notification
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SC 13D/A 1 sc13da111247003_11062017.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1) 1
Kamada Ltd.
(Name of Issuer)
Ordinary Shares, par value of NIS 1.00
(Title of Class of Securities)
M6240T10 9
(CUSIP Number)
Amir Efrati
Brosh Capital PARTNERS, L.P.
11 Menachem Begin Rd.
Ramat-Gan, Israel 5268104
+972-77-3206050
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 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 ¨ .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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1 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 disclosures provided in a prior cover page.
The information required on 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. M6240T10 9
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Brosh Capital Partners, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cayman Islands | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 2,284,123* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 2,284,123* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,284,123* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.7% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
*Includes 250,000 Shares obtained pursuant to a private agreement entitling certain of the Reporting Persons to borrow, on a revolving basis, shares of the Issuer. In accordance with the agreement, certain of the Reporting Persons borrowed 400,000 shares on October 18, 2017, and thereafter returned 150,000 shares on November 2, 2017.
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2
CUSIP NO. M6240T10 9
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Exodus Management Israel Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Israel | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 2,430,473* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 2,430,473* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,430,473* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 6.0% | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO |
*Includes 250,000 Shares obtained pursuant to a private agreement entitling certain of the Reporting Persons to borrow, on a revolving basis, shares of the Issuer. In accordance with the agreement, certain of the Reporting Persons borrowed 400,000 shares on October 18, 2017, and thereafter returned 150,000 shares on November 2, 2017.
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3
CUSIP NO. M6240T10 9
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Amir Efrati | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Israel | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 2,942,158* | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 2,942,158* | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,942,158* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.3% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
*Includes 250,000 Shares obtained pursuant to a private agreement entitling certain of the Reporting Persons to borrow, on a revolving basis, shares of the Issuer. In accordance with the agreement, certain of the Reporting Persons borrowed 400,000 shares on October 18, 2017, and thereafter returned 150,000 shares on November 2, 2017.
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CUSIP NO. M6240T10 9
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Aharon Biram | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Israel | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 226,165 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 226,165 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 226,165 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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5
CUSIP NO. M6240T10 9
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Esther Deutsch | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Israel | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 285,520 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 285,520 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 285,520 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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CUSIP NO. M6240T10 9
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The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration .
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Brosh and held in the Exodus Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 2,284,123 Shares owned directly by Brosh is approximately $10,430,144, excluding brokerage commissions. The aggregate purchase price of the 146,350 Shares held in the Exodus Managed Account is approximately $749,034, excluding brokerage commissions. The Shares purchased by Mr. Biram were purchased with personal funds, in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 226,165 Shares owned directly by Mr. Biram is approximately $1,113,699, excluding brokerage commissions. The Shares purchased by Ms. Deutsch were purchased with personal funds, in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 285,520 Shares owned directly by Ms. Deutsch is approximately $1,385,900, excluding brokerage commissions.
Item 4. Purpose of Transaction.
Item 4 is amended to add the following:
On November 2, 2017 in accordance with the shareholder proposal requirements under the Israeli Companies Law and the disclosure contained under Shareholder Proposals in the Company’s Notice and Proxy Statement for the 2017 Annual General Meeting of Shareholders to be held on November 30, 2017 (the “Meeting”), the Reporting Persons proposed a list of potential nominees to the Company’s Board of Directors. The Company and the Reporting Persons are currently in discussions relating to the inclusion of these potential nominees in the Proxy Statement. It is the Reporting Persons understanding that the Company has until November 9, 2017 to update its agenda for the Meeting.
Item 5. Interest in Securities of the Issuer .
Items 5(a) - 5(c) are hereby amended and restated to read as follows
The aggregate percentage of Shares reported owned by each person named herein is based upon 40,328,742 Shares outstanding as of October 20, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Notice of 2017 Annual General Meeting of Shareholders filed with the Securities and Exchange Commission on October 26, 2017.
A. Brosh
(a) As of the close of business on November 6, 2017, Brosh beneficially owned 2,284,123 Shares.
Percentage: Approximately 5.7%
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CUSIP NO. M6240T10 9
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(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,284,123 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,284,123
(c) The transactions in the Shares by Brosh since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
B. Exodus GP
(a) As the general partner of Brosh, Exodus GP may be deemed the beneficial owner of the (i) 2,284,123 Shares directly owned by Brosh and (ii) 146,350 Shares held in the Exodus Managed Account.
Percentage: Approximately 6.0%
(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,430,473 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,430,473
(c) Exodus GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by Exodus and through the Exodus Managed Account since the filing the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
C. Mr. Efrat
(a) Mr. Efrati as the portfolio manager of each of Brosh and Exodus GP and because of certain Power of Attorney Agreements between him and each of Mr. Biram and Ms. Deutsch, may be deemed the beneficial owner of the (i) 2,284,123 Shares owned by Brosh, (ii) 146,350 Shares held in the Exodus Managed Account, (iii) 226,165 Shares owned by Mr. Biram and (iv) 285,520 Shares owned by Ms. Deutsch.
Percentage: Approximately 7.3%
(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,942,158 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,942,158
(c) Mr. Efrati has not entered into any transactions since the filing of the Schedule 13D. The transactions in the Shares by Brosh, Mr. Biram and Ms. Deutsch and through the Exodus Managed Account since the filing the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
D. Mr. Biram
(a) As of the close of business on November 6, 2017, Mr. Biram beneficially owned 226,165 Shares.
Percentage: Less than 1%
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CUSIP NO. M6240T10 9
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(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 226,165 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 226,165
(c) The transactions in the Shares by Mr. Biram since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
E. Ms. Deutsch
(a) As of the close of business on November 6, 2017, Ms. Deutsch beneficially owned 285,520 Shares.
Percentage: Less than 1%
(b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 285,520 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 285,520
(c) The transactions in the Shares by Ms. Deutsch since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
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CUSIP NO. M6240T10 9
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 6, 2017
| BROSH CAPITAL PARTNERS, L.P. — By: | Exodus Management Israel Ltd. | |
|---|---|---|
| Its General Partner | ||
| By: | /s/ Amir Efrati | |
| Name: | Amir Efrati | |
| Title: | Authorized Signatory |
| /s/ Amir Efrati | |
|---|---|
| Name: | Amir Efrati |
| Title: | Authorized Signatory |
| /s/ Amir Efrati |
|---|
| Amir Efrati Individually, and as attorney-in-fact for Aharon Biram and Esther |
| Deutsch |
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CUSIP NO. M6240T10 9
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SCHEDULE A
Transactions in the Shares Since the Filing of the Schedule 13D
Nature of Transaction Date of Purchase/Sale [mm/dd/yyyy] Securities Purchased/(Sold) Price [U.S. $]
BROSH CAPITAL PARTNERS L.P.
| Sale of Ordinary Shares | 08/31/2017 | (43,232) | 4.4407 |
|---|---|---|---|
| Purchase of Ordinary Shares | 09/28/2017 | 1,065 | 4.7941 |
| Purchase of Ordinary Shares | 09/28/2017 | 5,000 | 4.7998 |
| Purchase of Ordinary Shares | 09/28/2017 | 2,753 | 4.7941 |
| Purchase of Ordinary Shares | 09/28/2017 | 6,000 | 4.7946 |
| Purchase of Ordinary Shares | 10/01/2017 | 194 | 4.8031 |
| Purchase of Ordinary Shares | 10/01/2017 | 3,517 | 4.8031 |
| Purchase of Ordinary Shares | 10/01/2017 | 4,000 | 4.8059 |
| Purchase of Ordinary Shares | 10/01/2017 | 1,000 | 4.7974 |
| Purchase of Ordinary Shares | 10/02/2017 | 1,973 | 4.7889 |
| Purchase of Ordinary Shares | 10/08/2017 | 150 | 4.7614 |
| Purchase of Ordinary Shares | 10/08/2017 | 8,424 | 4.7727 |
| Purchase of Ordinary Shares | 10/08/2017 | 300 | 4.7699 |
| Purchase of Ordinary Shares | 10/08/2017 | 518 | 4.7670 |
| Purchase of Ordinary Shares | 10/08/2017 | 608 | 4.7642 |
| Purchase of Ordinary Shares | 10/10/2017 | 12,107 | 4.7877 |
| * | 10/18/2017 | 400,000 | * |
| * | 11/02/2017 | (150,000) | * |
| Purchase of Ordinary Shares | 11/01/2017 | 112,470 | 4.6415 |
| Purchase of Ordinary Shares | 11/02/2017 | 37,530 | 4.7010 |
| Purchase of Ordinary Shares | 11/02/2017 | 6,600 | 4.5992 |
EXODUS MANAGEMENT ISRAEL LTD. (THROUGH THE EXODUS MANAGED ACCOUNT)
Purchase of Ordinary Shares 11/02/2017 10,559 4.592
AHARON BIRAM
Purchase of Ordinary Shares 11/02/2017 12,500 4.592
ESTHER DEUTSCH
Purchase of Ordinary Shares 11/02/2017 12,500 4.592
- Represent transactions made pursuant to a private agreement entitling the Reporting Person to borrow, on a revolving basis, shares of the Issuer. Pursuant to the agreement, the Reporting Person has both voting and dispositive power .