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ORMAT TECHNOLOGIES, INC. — Director's Dealing 2016
May 31, 2016
6968_rns_2016-05-31_535320da-e6bc-43e3-924c-8b4827bdaddf.pdf
Director's Dealing
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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| OMB APPROVAL | ||||||
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| OMB Number: | 3235-0287 | |||||
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
| 1. Name and Address of Reporting Person* Bronicki Investments Ltd. |
2. Issuer Name and Ticker or Trading Symbol ORMAT TECHNOLOGIES, INC. [ ORA ] |
5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner |
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| (Last) (First) (Middle) 5 BROSH STREET |
3. Date of Earliest Transaction (Month/Day/Year) 05/29/2016 |
Officer (give title Other (specify X below) below) Member of 10% owner group. |
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| (Street) YAVNE |
L3 | 81510 | 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting |
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| (City) | (State) | (Zip) | X Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||||||||
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) |
2A. Deemed Execution Date, if any (Month/Day/Year) |
3. Transaction Code (Instr. 8) |
4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following |
6. Ownership Form: Direct (D) or Indirect |
7. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | Amount | (A) or (D) |
Price | Reported Transaction (s) (Instr. 3 and 4) |
(I) (Instr. 4) | ||||||||||
| Common Stock, par value \$0.001 per share | 05/29/2016 | S | 41,284 (1) |
D | \$43.303 (1) |
3,526,959 (2) |
D | |||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security |
3. Transaction Date (Month/Day/Year) |
3A. Deemed 4. 5. 6. Date Exercisable and Execution Date, Transaction Number Expiration Date if any Code (Instr. of (Month/Day/Year) (Month/Day/Year) 8) Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of derivative Securities Beneficially Owned Following Reported Transaction (s) (Instr. 4) |
10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable |
Date | Expiration | Title | Amount or Number of Shares |
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| 1. Name and Address of Reporting Person* Bronicki Investments Ltd. |
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| (Last) | 5 BROSH STREET | (First) | (Middle) | |||||||||||||
| (Street) YAVNE |
L3 | 81510 | ||||||||||||||
| (City) | (State) | (Zip) | ||||||||||||||
| 1. Name and Address of Reporting Person* Bronicki Yehudit |
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| (Last) | 5 BROSH STREET | (First) C/O BRONICKI INVESTMENTS LTD. |
(Middle) |
| (Street) | ||||||||
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| YAVNE | L3 | 81510 | ||||||
| (City) | (State) | (Zip) | ||||||
| 1. Name and Address of Reporting Person* | ||||||||
| Bronicki Lucien | ||||||||
| (Last) | (First) | (Middle) | ||||||
| C/O BRONICKI INVESTMENTS LTD. | ||||||||
| 5 BROSH STREET | ||||||||
| (Street) | ||||||||
| YAVNE | L3 | 81510 | ||||||
| (City) | (State) | (Zip) |
Explanation of Responses:
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The purchase price for the securities that are the subject of the transaction described in this Form 4 was paid in New Israeli Shekels (NIS). The purchase price set forth in Table I is based on the representative exchange rate of the NIS to the U.S. dollar set by the Bank of Israel on the date of the transaction.
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These shares are beneficially held directly by Bronicki Investments Ltd. Yehudit Bronicki and Lucien Bronicki are each directors of Bronicki Investments Ltd. and each shares voting and dispositive power over the shares held by Bronicki Investments Ltd. Accordingly, each of Mrs. Bronicki and Mr. Bronicki may be deemed to share beneficial ownership of the shares held by Bronicki Investments Ltd. However, each of Mrs. Bronicki and Mr. Bronicki disclaims beneficial ownership of all such shares except to the extent of its respective pecuniary interest therein.
Remarks:
Bronicki Investments Ltd., Yehudit Bronicki and Lucien Bronicki acted in concert with FIMI in connection with certain Voting and Undertaking Agreements, Voting Neutralization Agreements, and an SHA, each defined and described in a Schedule 13D filed with the Securities and Exchange Commission on February 17, 2015, as amended and filed with the Securities and Exchange Commission on November 8, 2015 .(as amended from time to time). Consequently, Bronicki Investments Ltd., Mrs. Bronicki and Mr. Bronicki may be deemed to constitute a "group" with FIMI for purposes of Section 16 of the Securities Exchange Act of 1934. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of Bronicki Investments Ltd., Mrs. Bronicki and Mr. Bronicki disclaims the existence of any such group.
| Bronicki Investments Ltd., By: /s/ Yehudit Bronicki |
05/31/2016 | |||
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| /s/ Yehudit Bronicki | 05/31/2016 | |||
| /s/ Lucien Bronicki | 05/31/2016 | |||
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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