Lifeward Ltd. — Major Shareholding Notification 2015

Mar 3, 2015

SC 13G 1 sc13g0215ourcrowd_rewalk.htm SCHEDULE 13G

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

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

ReWalk Robotics Ltd.

(Name of Issuer)

Ordinary Shares, NIS 0.01 par value

(Title of Class of Securities)

M8216Q-10-1

(CUSIP Number)

December 31, 2014

(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 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. M8216Q-10-1 13G Page 2 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OurCrowd General Partner Limited |
| --- | --- |
| 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 Cayman Islands |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 617,664 |
| --- | --- |
| 6. | SHARED
VOTING POWER 00,000 |
| 7. | SOLE
DISPOSITIVE POWER 617,664 |
| 8. | SHARED
DISPOSITIVE POWER 00,000 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 617,664 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |
| | *Based on 11,978,554 ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of December 31, 2014, based on information provided to the reporting persons by the issuer |

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CUSIP No. M8216Q-10-1 13G Page 3 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jonathan Medved |
| --- | --- |
| 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 Cayman Islands |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 00,000 |
| --- | --- |
| 6. | SHARED
VOTING POWER 617,664 |
| 7. | SOLE
DISPOSITIVE POWER 00,000 |
| 8. | SHARED
DISPOSITIVE POWER 617,664 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 617,664 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
| | *Based on 11,978,554 ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of the issuer outstanding as of December 31, 2014, based on information provided to the reporting persons by the issuer |

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CUSIP No. M8216Q-10-1 13G Page 4 of 8 Pages

Item 1.

| (a) | Name
of Issuer ReWalk Robotics Limited |
| --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices Kochav Yokneam Building, Floor 6, POB 161, Yokneam Illit L3 20692, Israel |

Item 2.

| (a) | Name
of Person Filing OurCrowd General Partner Limited (“OurCrowd”) and Jonathan Medved |
| --- | --- |
| (b) | Address
of the Principal Office or, if none, residence 28 Derech Hebron, Jerusalem, Israel |
| (c) | Citizenship OurCrowd is a partnership organized and existing under the laws of the Cayman Islands. Mr. Medved is a citizen of the United
States of America and Israel. |
| (d) | Title
of Class of Securities Ordinary shares, par value NIS 0.01 per share |
| (e) | CUSIP
Number M8216Q-10-1 |

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) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |

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CUSIP No. M8216Q-10-1 13G Page 5 of 8 Pages

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

OurCrowd

| (a) | Amount
beneficially owned: 617,664 1 | |
| --- | --- | --- |
| (b) | Percent
of class: 5.1% | |
| (c) | Number
of shares as to which the person has: 2 | |
| | (i) | Sole
power to vote or to direct the vote 617,664 |
| | (ii) | Shared
power to vote or to direct the vote 00,000 |
| | (iii) | Sole
power to dispose or to direct the disposition of 617,664. |
| | (iv) | Shared
power to dispose or to direct the disposition of 00,000 |

Mr. Medved

| (a) | Amount
beneficially owned: 617,664 3 | |
| --- | --- | --- |
| (b) | Percent
of class: 5.1% | |
| (c) | Number
of shares as to which the person has: 4 | |
| | (i) | Sole
power to vote or to direct the vote 00,000 |
| | (ii) | Shared
power to vote or to direct the vote 617,664. |
| | (iii) | Sole
power to dispose or to direct the disposition of 00,000 |
| | (iv) | Shared
power to dispose or to direct the disposition of 617,664 |

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1 Includes 130,482 shares issuable upon exercise of currently exercisable warrants.

2 OurCrowd is the general partner of several limited partnerships that own the shares directly and as a result OurCrowd has sole voting and dispositive powers.

3 Includes 130,482 shares issuable upon exercise of currently exercisable warrants.

4 Mr. Medved is one of the general partners of OurCrowd. Mr. Medved disclaims beneficial ownership of any of the shares and warrants owned directly by the limited partnerships.

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CUSIP No. M8216Q-10-1 13G Page 6 of 8 Pages

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 has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certification.

| (a) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
| --- | --- |
| | 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. |
| (b) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
| | 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. |

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CUSIP No. M8216Q-10-1 13G Page 7 of 8 Pages

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.

| OurCrowd
General Partner Limited | |
| --- | --- |
| By: | /s/ Jonathan
Medved |
| Name:
Jonathan Medved | |
| Title:
Partner | |
| /s/ Jonathan
Medved | |
| Jonathan
Medved | |

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CUSIP No. M8216Q-10-1 13G Page 8 of 8 Pages

EXHIBIT 1

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 shares of common stock, NIS 0.01 par value per share, of ReWalk Robotics 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 19, 2015.

| OurCrowd
General Partner Limited | |
| --- | --- |
| By: | /s/ Jonathan
Medved |
| Name:
Jonathan Medved | |
| Title:
Partner | |
| /s/ Jonathan
Medved | |
| Jonathan
Medved | |

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