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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Kamada Ltd.
(Name of Issuer)
Ordinary Shares, Par Value NIS 1.00 Per Share
(Title of Class of Securities)
M6240T109
(CUSIP Number)
|
FIMI 6 2016 Ltd.
Alon Towers 2
94 Yigal Alon St.
Tel-Aviv 6789141, Israel
+(972)-3-565-2244
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 20, 2020
(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.
|
CUSIP No. M6240T109
|
Page 2 of 10 Pages
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|||
|
FIMI 6 2016 Ltd.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
|
(a) ☒
(b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
|||
|
|
||||
|
4.
|
SOURCE OF FUNDS (See Instructions)
|
|||
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|||
| ☐ | ||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
|
Israel
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
SOLE VOTING POWER
|
||
|
N/A
|
||||
|
8.
|
SHARED VOTING POWER
|
|||
|
9,452,708
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
N/A
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
|
|||
|
9,452,708
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
9,452,708
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
| ☐ | ||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
|
21.23%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||
|
CO
|
||||
* The calculation is based on a total of
44,523,970 Ordinary Shares outstanding, as reported in the Annual Report on Form 20-F of Kamada Ltd., as filed with the Securities and Exchange Commission on February 26, 2020.
Page 2 of 10 Pages
|
CUSIP No. M6240T109
|
Page 3 of 10 Pages
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|||
|
FIMI Opportunity 6, L.P.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
|
(a) ☒
(b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
|||
|
|
||||
|
4.
|
SOURCE OF FUNDS (See Instructions)
|
|||
|
WC
|
||||
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|||
| ☐ | ||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
|
Delaware
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
SOLE VOTING POWER
|
||
|
N/A
|
||||
|
8.
|
SHARED VOTING POWER
|
|||
|
4,421,909
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
N/A
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
|
|||
|
4,421,909
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
4,421,909
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
| ☐ | ||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
|
9.93%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||
|
PN
|
||||
* The calculation is based on a total of 44,523,970 Ordinary Shares
outstanding, as reported in the Annual Report on Form 20-F of Kamada Ltd., as filed with the Securities and Exchange Commission on February 26, 2020.
Page 3 of 10 Pages
|
CUSIP No. M6240T109
|
Page 4 of 10 Pages
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|||
|
FIMI Israel Opportunity 6, Limited Partnership
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
|
(a) ☒
(b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
|||
|
|
||||
|
4.
|
SOURCE OF FUNDS (See Instructions)
|
|||
|
WC
|
||||
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|||
| ☐ | ||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
|
Israel
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
SOLE VOTING POWER
|
||
|
N/A
|
||||
|
8.
|
SHARED VOTING POWER
|
|||
|
5,030,799
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
N/A
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
|
|||
|
5,030,799
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
5,030,799
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
| ☐ | ||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
|
11.30%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||
|
PN
|
||||
* The calculation is based on a total of 44,523,970 Ordinary Shares outstanding, as reported in the Annual Report on Form 20-F of Kamada Ltd., as filed
with the Securities and Exchange Commission on February 26, 2020.
Page 4 of 10 Pages
|
CUSIP No. M6240T109
|
Page 5 of 10 Pa
ges
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|||
|
Or Adiv Ltd.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
|
(a) ☒
(b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
|||
|
|
||||
|
4.
|
SOURCE OF FUNDS (See Instructions)
|
|||
|
|
||||
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|||
| ☐ | ||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
|
Israel
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
SOLE VOTING POWER
|
||
|
N/A
|
||||
|
8.
|
SHARED VOTING POWER
|
|||
|
9,452,708
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
N/A
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
|
|||
|
9,452,708
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
9,452,708
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
| ☐ | ||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
|
21.23%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||
|
CO
|
||||
* The calculation is based on a total of 44,523,970 Ordinary Shares
outstanding, as reported in the Annual Report on Form 20-F of Kamada Ltd., as filed with the Securities and Exchange Commission on February 26, 2020.
Page 5 of 10 Pages
|
CUSIP No. M6240T109
|
Page 6 of 10 Pages
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|||
|
Ishay Davidi
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
|
(a) ☒
(b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
|||
|
|
||||
|
4.
|
SOURCE OF FUNDS (See Instructions)
|
|||
|
|
||||
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|||
| ☐ | ||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
|
Israel
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
SOLE VOTING POWER
|
||
|
N/A
|
||||
|
8.
|
SHARED VOTING POWER
|
|||
|
9,452,708
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
N/A
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
|
|||
|
9,452,708
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
9,452,708
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
| ☐ | ||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
|
21.23%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||
|
IN
|
||||
* The calculation is based on a total of 44,523,970 Ordinary Shares
outstanding, as reported in the Annual Report on Form 20-F of Kamada Ltd., as filed with the Securities and Exchange Commission on February 26, 2020.
Page 6 of 10 Pages
The undersigned, FIMI 6 2016 Ltd. (“FIMI 6”), FIMI Opportunity 6, L.P. (“FIMI
Opportunity”), FIMI Israel Opportunity 6, Limited Partnership (“FIMI Israel Opportunity”, and together with FIMI Opportunity, the “FIMI 6 Funds”), Or Adiv Ltd. (“Or Adiv”) and Ishay Davidi (together, the “Reporting Persons”)
hereby file this Amendment No. 2 to Schedule 13D (the “Amendment”), which amends the Schedule 13D filed by the Reporting Persons on November 27, 2019, as amended by Amendment No. 1
to Schedule 13D filed by the Reporting Persons on January 21, 2020 (as amended, the “Schedule 13D”), with respect to the Ordinary Shares, par value NIS 1.00 per share (the “Ordinary Shares”), of Kamada Ltd., an Israeli company (“Kamada”). The Amendment amends and supplements Items 3, 4 and 5 of
the Schedule 13D.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 is hereby amended to add the following:
On May 20, 2020, FIMI Opportunity acquired an aggregate of 21,091 Ordinary Shares for an aggregate purchase price of approximately
$167,731 (excluding brokerage commissions), and FIMI Israel Opportunity acquired an aggregate of 23,994 Ordinary Shares for an aggregate purchase price of $147,436 (excluding brokerage commissions), as set forth in Schedule A hereto, which is incorporated herein by reference. The US Dollar values are calculated based on the exchange rate published by the Bank of Israel on May 20, 2020.
The source of funding for the purchase of the Ordinary Shares was the capital of the FIMI 6 Funds.
|
Item 4.
|
Purpose of Transaction
|
Item 4 is hereby amended to add the following:
On May 20, 2020, FIMI Opportunity acquired an aggregate of 21,091 Ordinary Shares for an aggregate purchase price of approximately $167,731 (excluding brokerage commissions), and FIMI Israel
Opportunity acquired an aggregate of 23,994 Ordinary Shares for an aggregate purchase price of $147,436 (excluding brokerage commissions), as set forth in Schedule A hereto, which is incorporated
herein by reference. The US Dollar values are calculated based on the exchange rate published by the Bank of Israel on May 20, 2020.
Each of the Reporting Persons intends to continuously review its investment in Kamada, and may in the future determine, either alone or as part of a group (i) to acquire additional securities
of Kamada, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of Kamada owned by it or (iii) to take any other available course of action, which could involve one or more of
the types of transactions or have one or more of the results described in paragraphs (a) – (j) of Item 4 of Schedule 13D. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its
intention with respect to any or all of such matters.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is hereby amended and restated to read as follows:
(a) The calculations included herein are
based on a total of 44,523,970 Ordinary Shares outstanding, as reported in the Annual report on Form 20-F of Kamada Ltd., as filed with the Securities and Exchange Commission on February 26, 2020.
As of May 20, 2020, FIMI Opportunity directly beneficially owns 4,421,909 Ordinary Shares, representing approximately 9.93% of the
Ordinary Shares.
As of May 20, 2020, FIMI Israel Opportunity directly beneficially owns 5,030,799 Ordinary Shares, representing approximately 11.30%
of the Ordinary Shares.
Page 7 of 10 Pages
As of May 20, 2020, FIMI 6, Or Adiv and Ishay Davidi indirectly beneficially own Ordinary Shares, representing approximately 21.23%
of the Ordinary Shares.
(b) As of May 20, 2020,
FIMI 6, Or Adiv and Ishay Davidi share the power to vote and dispose of, the 9,452,708 Ordinary Shares beneficially owned by the Reporting Persons.
As of May 20, 2020, FIMI Opportunity shares the power to vote and dispose of, the 4,421,909 Ordinary Shares directly beneficially
owned by FIMI Opportunity.
As of May 20, 2020, FIMI Israel Opportunity shares the power to vote and dispose of, the 5,030,799 Ordinary Shares directly
beneficially owned by FIMI Israel Opportunity.
(c) Except as set forth
in Schedule A hereto and as described in Item 4, no transactions in the Ordinary Shares have been effected by the Reporting Persons during the past 60 days.
(d) None.
(e) N/A
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.
|
Dated: May 20, 2020
|
|||
|
FIMI 6 2016 Ltd.
|
|||
|
By:
|
/s/ Ishay Davidi | ||
| Name: Ishay Davidi | |||
|
Title: CEO
|
|||
|
FIMI Opportunity 6, L.P.
By: FIMI 6 2016 Ltd., managing general partner
|
|||
|
By:
|
/s/ Ishay Davidi | ||
| Name: Ishay Davidi | |||
|
Title: CEO
|
|||
|
FIMI Israel Opportunity 6, Limited Partnership
By: FIMI 6 2016 Ltd., managing general partner
|
|||
|
By:
|
/s/ Ishay Davidi | ||
| Name: Ishay Davidi | |||
|
Title: CEO
|
|||
|
Or Adiv Ltd.
|
|||
|
By:
|
/s/ Ishay Davidi | ||
| Name: Ishay Davidi | |||
|
Title: CEO
|
|||
| Ishay Davidi | |||
|
By:
|
/s/ Ishay Davidi | ||
| Name: Ishay Davidi | |||
|
Title: CEO
|
|||
Page 9 of 10 Pages
Schedule A
Reporting Person – FIMI Opportunity 6, L.P.
|
Nature of Transaction
|
Date of Transaction |
Number of Ordinary Shares
|
Price per Ordinary Share*
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
19,180
|
NIS 24.50 ($6.99)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
456
|
NIS 24.36 ($6.95)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
234
|
NIS 24.45 ($6.98)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
280
|
NIS 24.43 ($6.97)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
153
|
NIS 24.44 ($6.97)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
236
|
NIS 24.47 ($6.98)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
552
|
NIS 24.50 ($6.99)
|
* US Dollar value calculated based on the exchange rate published by the Bank of Israel on May 20, 2020 (US$1:NIS3.504).
Reporting Person – FIMI Israel Opportunity 6, Limited Partnership
|
Nature of Transaction
|
Date of Transaction |
Number of Ordinary Shares
|
Price per Ordinary Share*
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
21,820
|
NIS 24.50 ($6.99)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
519
|
NIS 24.36 ($6.95)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
266
|
NIS 24.45 ($6.98)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
318
|
NIS 24.43 ($6.97)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
173
|
NIS 24.44 ($6.97)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
270
|
NIS 24.47 ($6.98)
|
|
Purchase of Ordinary Shares
|
May 20, 2020
|
628
|
NIS 24.50 ($6.99)
|
* US Dollar value calculated based on the exchange rate published by the Bank of Israel on May 20, 2020 (US$1:NIS3.504).
Page 10 of 10 Pages