Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Ormat Technologies, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
686688102
(CUSIP Number)
Nobuomi Iokamori
World Trade Center Building SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku
Tokyo 105-5135, Japan
Telephone: +81-3-6777-3537
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 25, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | 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).
| CUSIP No. 686688102 | 13D | Page 1 of 3 Pages |
| 1 |
Names of Reporting Persons
ORIX Corporation | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Japan | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
6,676,077 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
6,676,077 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,676,077 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.9% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 686688102 | 13D | Page 2 of 3 Pages |
| Item 1. | Security and Issuer. |
This Amendment No. 4 to the statement on Schedule 13D (the “Amendment”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”) of Ormat Technologies, Inc. (the “Issuer”), whose principal executive offices are located at 6140 Plumas Street, Reno, Nevada, 89519-6075.
This Amendment is being filed solely for the purpose of amending the Reporting Person’s percentage ownership of the Issuer’s Common Stock following the Closing of the Over-Allotment Option (as defined below) pursuant to the previously announced underwritten secondary offering (the “Offering”) by the Issuer on November 25, 2022, pursuant to which the Reporting Person sold an additional 562,500 shares of Common Stock.
This Amendment amends and supplements the Schedule 13D originally filed by the Reporting Person (as defined below) on July 26, 2017, as amended by Amendment No. 1 filed by the Reporting Person on April 14, 2020, as further amended by Amendment No. 2 filed by the Reporting Person on November 27, 2020, and as further amended by Amendment No. 3 filed by the Reporting Person on November 23, 2022. Unless otherwise defined herein, capitalized terms shall have the meaning given to them in the Original Schedule 13D.
| Item 2. | Identity and Background. |
The Amendment is being filed by ORIX Corporation (the “Reporting Person”), a Japanese corporation. The business address of the Reporting Person is World Trade Center Building, South Tower, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo 105-5135, Japan. The Reporting Person is principally engaged in the business of providing diversified global financial services.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Person (collectively, the “Related Persons”) are set forth on Schedule A hereto.
During the last five years, neither the Reporting Person nor the Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 4. | Purpose of Transaction. |
This Amendment amends and supplements Item 4(a) as follows:
Underwriting Agreement
On November 16, 2022, in connection with the Offering, the Reporting Person entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”) and the Issuer, pursuant to which the Reporting Person agreed to sell 3,750,000 shares of the Common Stock at an offering price of $90.00 per share (or $87.75 net of underwriting discounts). In addition, the Reporting Person granted the Underwriters a 30-day option to purchase an additional 562,500 shares of Common Stock (the “Over-allotment Option”). The Reporting Person completed the Offering on November 21, 2022. On November 22, 2022, the Underwriters exercised the Over-allotment Option, which closed on November 25, 2022.
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b)
The Reporting Person has sole voting and dispositive power over 6,676,077 shares of Common Stock, representing 11.9% of the outstanding shares of Common Stock. Calculations of the percentage of shares of Common Stock beneficially owned is based on 56,085,468 shares of Common Stock issued and outstanding as of November 11, 2022, as reported in the Issuer’s prospectus supplement, dated November 16, 2022. The Reporting Person is a publicly traded company with common stock listed on the Tokyo Stock Exchange and American depositary shares listed on the New York Stock Exchange. The directors of the Reporting Person are listed on Annex A hereto.
| (c) | Not applicable. |
| (d) | None. |
| (e) | Not applicable. |
| CUSIP No. 686688102 | 13D | Page 3 of 3 Pages |
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| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information set forth in Item 4 of this Amendment No. 4 is incorporated by reference into this Item 6.
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.
Date: November 29, 2022
| ORIX Corporation | ||
| By: | /s/ Hidetake Takahashi | |
| Name: | Hidetake Takahashi | |
| Title: | Managing Executive Officer | |
SCHEDULE A
The name, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Person are set forth below. The business address of each individual is c/o ORIX Corporation, World Trade Center Building, SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo 105-5135, Japan.
Directors
| Name |
Present Principal Occupation or Employment |
Citizenship | ||
| Makoto Inoue | Director, Representative Executive Officer, President and Chief Executive Officer, Responsible for Group Strategy Business Unit of ORIX Corporation | Japan | ||
| Shuji Irie | Director, Senior Managing Executive Officer, Head of Investment and Operation Headquarters of ORIX Corporation | Japan | ||
| Satoru Matsuzaki | Director, Senior Managing Executive Officer, Head of Corporate Business Headquarters of ORIX Corporation,
Chairman, ORIX Auto Corporation,
Chairman, ORIX Rentec Corporation |
Japan | ||
| Yoshiteru Suzuki | Director, Senior Managing Executive Officer of ORIX Corporation,
President and Chief Executive Officer, ORIX Corporation USA |
Japan | ||
| Stan Koyanagi | Director, Managing Executive Officer, Global General Counsel, Responsible for Legal and Compliance Headquarters of ORIX Corporation | USA | ||
| Michael Cusumano | Outside Director and Independent Director of ORIX Corporation
Deputy Dean, Faculty of Management, Sloan School of Management, Massachusetts Institute of Technology
Professor, Faculty of Management, Sloane School of Management at Massachusetts Institute of Technology
Outside Director, Multitude SE |
USA | ||
| Sakie Akiyama | Outside Director and Independent Director of ORIX Corporation
Founder, Saki Corporation
Outside Director, Sony Corporation
Outside Director, JAPAN POST HOLDINGS Co., Ltd.
Outside Director, Mitsubishi Corporation |
Japan | ||
| Hiroshi Watanabe | Outside Director and Independent Director of ORIX Corporation
President, Institute for International Monetary Affairs
Outside Director, Mitsubishi Materials Corporation |
Japan | ||
| Aiko Sekine | Outside Director and Independent Director of ORIX Corporation
Professor, Waseda University, Faculty of Commerce
Member of the Nominating Committee, International Federation of Accountants
Trustee, International Valuation Standards Council
Advisor, Japanese Institute of Certified Public Accountants
Outside Audit and Supervisory Board Member, Sumitomo Riko Company Limited
Outside Audit and Supervisory Board Member, IHI Corporation |
Japan | ||
| Chikatomo Hodo | Outside Director and Independent Director of ORIX Corporation
Outside Director, Konica Minolta Inc.
Outside Director, Mitsubishi Chemical Holdings Corporation |
Japan | ||
| Noriyuki Yanagawa | Outside Director and Independent Director of ORIX Corporation
Professor, Faculty of Economics of Graduate School of Economics at the University of Tokyo |
Japan | ||
Executive Officers
| Name |
Present Principal Occupation or Employment |
Citizenship | ||
| Yasuaki Mikami | Managing Executive Officer | Japan | ||
| Hidetake Takahashi | Managing Executive Officer | Japan | ||
| Hitomaro Yano | Executive Officer | Japan | ||
| Toyonori Takahashi | Executive Officer | Japan | ||
| Yasuhiro Tsuboi | Executive Officer | Japan | ||
| Michio Minato | Executive Officer | Japan | ||
| Tetsuya Kotera | Executive Officer | Japan | ||
| Eiji Arita | Executive Officer | Japan | ||
| Seiichi Miyake | Executive Officer | Japan | ||
| Tomoko Kageura | Executive Officer | Japan | ||
| Nobuki Watanabe | Executive Officer | Japan | ||
| Hiroyuki Ido | Executive Officer | Japan | ||
| Kiyoshi Habiro | Executive Officer | Japan | ||
| Ryujiro Tokuma | Executive Officer | Japan | ||
| Hao Li | Executive Officer | Hong Kong | ||
| Toshinari Fukaya | Group Managing Executive | Japan | ||
| Hiroko Yamashina | Group Executive | Japan | ||
| Yuji Kamiyauchi | Group Executive | Japan | ||
| Takaaki Nitanai | Group Executive | Japan | ||
| Nobuhisa Hosokawa | Group Executive | Japan | ||