Sec Form 13G Filing - SK TELECOM CO LTD filing for Nano-X Imaging Ltd. (NNOX) - 2021-02-11

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.

NAME OF REPORTING PERSON

SK Telecom Co., Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Korea

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

4,869,909

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

4,869,909

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,869,909 ⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.2% ⁽²⁾

TYPE OF REPORTING PERSON

CO

Consists of (a) 2,607,466 ordinary shares and (b) warrants to purchase 2,262,443 ordinary shares held by SK Telecom TMT Investment Corp., a wholly owned subsidiary of SK Telecom Co., Ltd.

Based on the quotient obtained by dividing: (a) the aggregate number of shares beneficially owned by the Reporting Person (as defined below) as set forth in Row 9 by (b) the sum of (i) 45,567,848 ordinary shares outstanding as of September 30, 2020, as disclosed in the Current Report on Form 6-K furnished by Nano-X Imaging Ltd. (the “Issuer”) to the United States Securities and Exchange Commission (“SEC”) on November 9, 2020 and (ii) warrants to purchase 2,262,443 ordinary shares beneficially owned by the Reporting Person.

NAME OF REPORTING PERSON

SK Telecom TMT Investment Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

4,869,909

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

4,869,909

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,869,909 ⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.2% ⁽²⁾

TYPE OF REPORTING PERSON

CO

Consists of (a) 2,607,466 ordinary shares and (b) warrants to purchase 2,262,443 ordinary shares held by SK Telecom TMT Investment Corp., a wholly owned subsidiary of SK Telecom Co., Ltd.

Based on the quotient obtained by dividing: (a) the aggregate number of shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 45,567,848 ordinary shares outstanding as of September 30, 2020, as disclosed in the Current Report on Form 6-K furnished by the Issuer to the SEC on November 9, 2020 and (ii) warrants to purchase 2,262,443 ordinary shares beneficially owned by the Reporting Person.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount Beneficially Owned:

Percent of Class:

Number of shares as to which such person has:

sole power to vote or to direct the vote:

shared power to vote or to direct the vote:

sole power to dispose or to direct the disposition of:

shared power to dispose or to direct the disposition of:

Ownership of 5 Percent or Less of a Class.

Ownership of More than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Exhibit

   No.   

Description