Nano Dimension Ltd. — Major Shareholding Notification 2017

Feb 14, 2017

SC 13G 1 sc13g0217dror_nanodimen.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)

December 31, 2016

(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. 63008G104 13G Page 2 of 10 Pages

| 1. | Names
of Reporting Persons Amit
Dror |
| --- | --- |
| 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 10,909,750 1 |
| 7. | Sole
Dispositive Power 2,731,188 2 |
| 8. | Shared
Dispositive Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 10,909,750 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) 22% |
| 12. | Type
of Reporting Person ( See Instructions) IN |

1 Consists of (i) 2,531,186 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Amit Dror; (ii) 2,526,187 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Simon Anthony-Fried; (iii) 2,526,184 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Dagi Shahar Ben-Noon; and (iv) 2,526,185 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Sharon Fima. Mr. Dror, Mr. Fried, Mr. Ben-Noon and Mr. Fima, are parties to a voting agreement, pursuant to which the parties have agreed to vote together all of their voting securities.

2 Includes options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016.

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CUSIP No. 63008G104 13G Page 3 of 10 Pages

| 1. | Names
of Reporting Persons Simon
Anthony-Fried |
| --- | --- |
| 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 10,909,750 1 |
| 7. | Sole
Dispositive Power 2,726,189 2 |
| 8. | Shared
Dispositive Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 10,909,750 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) 22% |
| 12. | Type
of Reporting Person ( See Instructions) IN |

1 Consists of (i) 2,531,186 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Amit Dror; (ii) 2,526,187 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Simon Anthony-Fried; (iii) 2,526,184 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Dagi Shahar Ben-Noon; and (iv) 2,526,185 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Sharon Fima. Mr. Dror, Mr. Fried, Mr. Ben-Noon and Mr. Fima, are parties to a voting agreement, pursuant to which the parties have agreed to vote together all of their voting securities.

2 Includes options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016.

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CUSIP No. 63008G104 13G Page 4 of 10 Pages

| 1. | Names
of Reporting Persons Dagi
Shahar Ben-Noon |
| --- | --- |
| 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 10,909,750 1 |
| 7. | Sole
Dispositive Power 2,726,186 2 |
| 8. | Shared
Dispositive Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 10,909,750 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) 22% |
| 12. | Type
of Reporting Person ( See Instructions) IN |

1 Consists of (i) 2,531,186 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Amit Dror; (ii) 2,526,187 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Simon Anthony-Fried; (iii) 2,526,184 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Dagi Shahar Ben-Noon; and (iv) 2,526,185 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Sharon Fima. Mr. Dror, Mr. Fried, Mr. Ben-Noon and Mr. Fima, are parties to a voting agreement, pursuant to which the parties have agreed to vote together all of their voting securities.

2 Includes options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016.

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CUSIP No. 63008G104 13G Page 5 of 10 Pages

| 1. | Names
of Reporting Persons Sharon
Fima |
| --- | --- |
| 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 10,909,750 1 |
| 7. | Sole
Dispositive Power 2,726,187 2 |
| 8. | Shared
Dispositive Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 10,909,750 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) 22% |
| 12. | Type
of Reporting Person ( See Instructions) IN |

1 Consists of (i) 2,531,186 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Amit Dror; (ii) 2,526,187 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Simon Anthony-Fried; (iii) 2,526,184 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Dagi Shahar Ben-Noon; and (iv) 2,526,185 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Sharon Fima. Mr. Dror, Mr. Fried, Mr. Ben-Noon and Mr. Fima, are parties to a voting agreement, pursuant to which the parties have agreed to vote together all of their voting securities.

2 Includes options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016.

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CUSIP No. 63008G104 13G Page 6 of 10 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: |
| | This
Statement is filed on behalf of Amit Dror, Simon Anthony-Fried, Dagi Shahar Ben-Noon and Sharon Fima (the “Reporting
Persons”). |
| Item
2(b). | Address
of Principal Offices or, if None, Residence: |
| | The
address of the Reporting Persons is: |
| | 2
Ilan Ramon |
| | Ness
Ziona 7403635 Israel |
| Item
2(c). | Citizenship: |
| | The
Reporting Persons are Israeli citizens. |
| 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) | ☐ | 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. 63008G104 13G Page 7 of 10 Pages

ITEM 4. Ownership.

| (a) | Amount
beneficially owned: |
| --- | --- |
| | 10,909,750 1 shares |
| (b) | Percent
of class: |
| | 22% |
| (c) | Number
of shares as to which such persons have: |
| (i) | Sole
power to vote or direct the vote: 0 |
| (ii) | Shared
power to vote or direct the vote: 10,909,750 shares |
| (iii) | Sole
power to dispose or to direct the disposition of: Amit
Dror has sole power to dispose or to direct the disposition of 2,731,188 Ordinary Shares, which includes options to purchase
200,002 Ordinary Shares exercisable within 60 days of December 31, 2016. Simon
Anthony-Fried has sole power to dispose or to direct the disposition of 2,726,189, which includes options to purchase
200,002 Ordinary Shares exercisable within 60 days of December 31, 2016. Dagi
Shahar Ben-Noon has sole power to dispose or to direct the disposition of 2,726,186 Ordinary Shares, which includes options
to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016. Sharon
Fima has sole power to dispose or to direct the disposition of 2,726,187 Ordinary Shares, which includes options to purchase
200,002 Ordinary Shares exercisable within 60 days of December 31, 2016. |
| (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. |

1 Consists of (i) 2,531,186 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Amit Dror; (ii) 2,526,187 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Simon Anthony-Fried; (iii) 2,526,184 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Dagi Shahar Ben-Noon; and (iv) 2,526,185 Ordinary Shares and options to purchase 200,002 Ordinary Shares exercisable within 60 days of December 31, 2016, owned by Sharon Fima. Mr. Dror, Mr. Fried, Mr. Ben-Noon and Mr. Fima, are parties to a voting agreement, pursuant to which the parties have agreed to vote together all of their voting securities.

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CUSIP No. 63008G104 13G Page 8 of 10 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
14, 2017 (Date) |
| --- |
| /s/
Amit Dror |
| (Signature) |
| /s/
Simon Anthony-Fried |
| (Signature) |
| /s/
Dagi Shahar Ben-Noon |
| (Signature) |
| /s/
Sharon Fima |
| (Signature) |

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

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CUSIP No. 63008G104 13G Page 9 of 10 Pages

EXHIBIT INDEX

A. Joint Filing Agreement, dated as of February 14, 2017, by and among Amit Dror, Simon Anthony-Fried, Dagi Shahar Ben-Noon and Sharon Fima.

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CUSIP No. 63008G104 13G Page 10 of 10 Pages

JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13G with respect to the Ordinary Shares of NIS 0.1 par value of Nano Dimension Ltd., dated as of February 14, 2017, 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
14, 2017 (Date) |
| --- |
| /s/
Amit Dror |
| (Signature) |
| /s/
Simon Anthony-Fried |
| (Signature) |
| /s/
Dagi Shahar Ben-Noon |
| (Signature) |
| /s/
Sharon Fima |
| (Signature) |

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