Nano Dimension Ltd. — Major Shareholding Notification 2017

Jun 8, 2017

SC 13G 1 sc13g0617ayalim_nanodimens.htm SCHEDULE 13G

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

63008G104

(CUSIP Number)

June 1, 2017

(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 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. 63008G104 13G Page 2 of 5 Pages

1.	Names of Reporting Persons Ayalim Mutual Funds Ltd .
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ( See Instructions) (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	Sole Voting Power 3,430,000
6.	Shared Voting Power 0
7.	Sole Dispositive Power 3,430,000
8.	Shared Dispositive Power 0

| 9. | Aggregate Amount Beneficially Owned by Each
Reporting Person 3,430,000 |
| --- | --- |
| 10. | Check if the Aggregate Amount in Row (9) Excludes
Certain Shares ( See Instructions) o |
| 11. | Percent of Class Represented by Amount in Row
(9) 6.4% 1 |
| 12. | Type of Reporting Person ( See Instructions) CO |

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1 Based on information received from the company, the percentage is based on 53,273,333 Ordinary Shares issued and outstanding as of June 1, 2017 .

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CUSIP No. 63008G104 13G Page 3 of 5 Pages

| Item
1(a). | Name
of Issuer: |
| --- | --- |
| | Nano Dimension Ltd. |
| Item 1(b). | Address of Issuer’s
Principal Executive Offices: |
| | 2 Ilan Ramon |
| | Ness Ziona 7403635
Israel |
| Item 2(a). | Name of Person
Filing: |
| | Ayalim Mutual Funds
Ltd. |
| Item 2(b). | Address of Principal
Offices or, if None, Residence: |
| | The address of the
Reporting Persons is: |
| | 8
Hamanofim St., |
| | Herzelia,
4672559 Israel |
| Item 2(c). | Citizenship: |
| | Ayalim Mutual Funds
Ltd. is a limited liability company, formed and existing under the laws of the State of Israel |
| Item 2(d). | Title of Class
of Securities: |
| | Ordinary Shares |
| Item 2(e). | CUSIP Number: |
| | 63008G104 |
| 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) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- | --- |
| (b) | o | Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | o | An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | 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) | o | A non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | o | 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. 63008G104 13G Page 4 of 5 Pages

ITEM 4. Ownership.

| (a) | Amount
beneficially owned: |
| --- | --- |
| | 3,430,000 shares |
| (b) | Percent of class: |
| | 6.4% 2 |
| (c) | Number of shares as
to which such persons have: |
| (i) | Sole power to vote
or direct the vote: 3,430,000 shares |
| (ii) | Shared power to vote
or direct the vote: 0 |
| (iii) | Sole power to dispose
or to direct the disposition of: 3,430,000 shares |
| (iv) | Shared power to dispose
or to direct the disposition of: 0 |

| 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. |

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2 Based on information received from the company, the percentage is based on 53,273,333 Ordinary Shares issued and outstanding as of June 1, 2017.

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CUSIP No. 63008G104 13G Page 5 of 5 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.

June 8, 2017
(Date)
Ayalim Mutual Funds Ltd.
By:	/s/
Kobi Segev
Name:	Kobi Segev
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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