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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Gilat Satellite Networks Ltd.
(Name of Issuer)
Ordinary Shares, Par Value NIS 0.20 Per Share
(Title of Class of Securities)
M51474118
(CUSIP Number)
(CUSIP Number)
|
FIMI IV 2007 Ltd.
Alon Towers 2,
94 Yigal Alon St.,
Tel-Aviv 6789141, Israel
+(972)-3-565-2244
|
Receive Notices and Communications)
February 18, 2021
(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 o.
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. M51474118
|
Page 2 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSONS.
FIMI Opportunity IV, 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 ITEM 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
2,124,984
|
||
| 9 |
SOLE DISPOSITIVE POWER
N/A
|
||
| 10 |
SHARED DISPOSITIVE POWER
2,124,984
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,124,984
|
||
| 12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
|
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
Page 2 of 12 Pages
|
CUSIP No. M51474118
|
Page 3 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSONS.
FIMI Israel Opportunity IV, 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 ITEM 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
4,068,569
|
||
| 9 |
SOLE DISPOSITIVE POWER
N/A
|
||
| 10 |
SHARED DISPOSITIVE POWER
4,068,569
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,068,569
|
||
| 12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
Page 3 of 12 Pages
|
CUSIP No. M51474118
|
Page 4 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSONS.
FIMI Opportunity V, 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 ITEM 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
4,117,047
|
||
| 9 |
SOLE DISPOSITIVE POWER
N/A
|
||
| 10 |
SHARED DISPOSITIVE POWER
4,117,047
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,117,047
|
||
| 12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
Page 4 of 12 Pages
|
CUSIP No. M51474118
|
Page 5 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSONS.
FIMI Israel Opportunity V, 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 ITEM 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
4,591,265
|
||
| 9 |
SOLE DISPOSITIVE POWER
N/A
|
||
| 10 |
SHARED DISPOSITIVE POWER
4,591,265
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,591,265
|
||
| 12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
Page 5 of 12 Pages
|
CUSIP No. M51474118
|
Page 6 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSONS.
FIMI IV 2007 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)
OO
|
||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
6,193,553
|
||
| 9 |
SOLE DISPOSITIVE POWER
N/A
|
||
| 10 |
SHARED DISPOSITIVE POWER
6,193,553
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,193,553
|
||
| 12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
|
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
Page 6 of 12 Pages
|
CUSIP No. M51474118
|
Page 7 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSONS.
FIMI FIVE 2012 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)
OO
|
||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
8,708,312
|
||
| 9 |
SOLE DISPOSITIVE POWER
N/A
|
||
| 10 |
SHARED DISPOSITIVE POWER
8,708,312
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,708,312
|
||
| 12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
|
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
Page 7 of 12 Pages
|
CUSIP No. M51474118
|
Page 8 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSONS.
Shira and Ishay Davidi Management 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)
OO
|
||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
14,901,865
|
||
| 9 |
SOLE DISPOSITIVE POWER
N/A
|
||
| 10 |
SHARED DISPOSITIVE POWER
14,901,865
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,901,865
|
||
| 12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
|
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
Page 8 of 12 Pages
|
CUSIP No. M51474118
|
Page 9 of 12 Pages
|
| 1 |
NAME 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)
OO
|
||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
14,901,865
|
||
| 9 |
SOLE DISPOSITIVE POWER
N/A
|
||
| 10 |
SHARED DISPOSITIVE POWER
14,901,865
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,901,865
|
||
| 12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
|
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
Page 9 of 12 Pages
The undersigned, FIMI Opportunity IV, L.P. (“FIMI Opportunity IV”), FIMI Israel Opportunity IV, Limited Partnership (“FIMI Israel Opportunity IV”), FIMI Opportunity V, L.P. (“FIMI Opportunity V”), FIMI Israel Opportunity Five, Limited Partnership (“FIMI Israel Opportunity V” and together with FIMI Opportunity IV, FIMI Israel Opportunity IV and FIMI Opportunity V, the “FIMI Funds”),
FIMI IV 2007 Ltd., FIMI FIVE 2012 Ltd., Shira and Ishay Davidi Management Ltd. and Mr. Ishay Davidi (together, the “Reporting Persons”), hereby file this Amendment No. 8 to Schedule 13D
(the “Amendment”), which amends the Schedule 13D originally filed on September 17, 2012, Amendment No. 1 to Schedule 13D originally filed on November 13, 2012, Amendment No. 2 to Schedule
13D originally filed on November 15, 2012, Amendment No. 3 to Schedule 13D originally filed on February 4, 2014, Amendment No. 4 to Schedule 13D originally filed on September 17, 2014, Amendment No. 5 to Schedule 13D originally filed on November
29, 2014, Amendment No. 6 to Schedule 13D originally filed on April 7, 2016, Amendment No. 7 to Schedule 13D originally filed on July 11, 2019 and Amendment No. 8 to Schedule 13D originally filed on January 30, 2020 by the Reporting Persons with
the Securities and Exchange Commission (the “SEC”), with respect to the Ordinary Shares, par value NIS 0.20 per share (the “Ordinary
Shares”), of Gilat Satellite Networks Ltd., an Israeli company (“Gilat”). The Amendment amends and supplements Items 4 and 5 of the Schedule 13D.
|
Item 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On February 18, 2021, the FIMI Funds sold an aggregate of 3,900,000 Ordinary Shares at a price per share
of $15.00 (subject to upward adjustment), or an aggregate sale price of $58.5 million. The sale of the Ordinary Shares was effected in a transaction with a market maker in reliance on Rule 144 under the Securities Act of 1933.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) The calculations included herein are based on a total of 55,544,762 Ordinary Shares outstanding as of November 16, 2020, as reported by Gilat on Form 6-K filed with the SEC on November
23, 2020.
As of February 18, 2021, FIMI Opportunity IV directly beneficially owns 2,124,984 Ordinary Shares, representing approximately 3.8% of the Ordinary Shares.
As of February 18, 2021, FIMI Israel Opportunity IV directly beneficially owns 4,068,569 Ordinary Shares, representing approximately 7.3% of the Ordinary Shares.
As of February 18, 2021, FIMI Opportunity V directly beneficially owns 4,117,047 Ordinary Shares, representing approximately 7.4% of the Ordinary Shares.
As of February 18, 2021, FIMI Israel Opportunity V directly beneficially owns 4,591,265 Ordinary Shares, representing approximately 8.3% of the Ordinary Shares.
(b) As of February 18, 2021, FIMI Opportunity IV shares the power to vote and dispose o
f, the 2,124,984 Ordinary Shares it directly beneficially owns.
As of February 18, 2021, FIMI Israel Opportunity IV shares the power to vote and dispose of, the 4,068,569 Ordinary Shares it directly beneficially owns.
As of February 18, 2021, FIMI Opportunity V shares the power to vote and dispose of, the 4,117,047 Ordinary Shares it directly beneficially owns.
As of February 18, 2021, FIMI Israel Opportunity V shares the power to vote and dispose of, the 4,591,265 Ordinary Shares it directly beneficially owns.
Page 10 of 12 Pages
As of February 18, 2021, FIMI IV 2007 Ltd. shares the power to vote and dispose of, the 6,193,553 Ordinary Shares beneficially owned by FIMI Opportunity IV and FIMI Israel Opportunity IV.
As of February 18, 2021, FIMI FIVE 2012 Ltd. shares the power to vote and dispose of, the 8,708,312 Ordinary Shares beneficially owned by FIMI Opportunity V and FIMI Israel Opportunity V.
As of February 18, 2021, Shira and Ishay Davidi Management Ltd. and Mr. Ishay Davidi share the power to vote and dispose of, the 14,901,865 Ordinary Shares beneficially owned by the Reporting
Persons.
(c) Except as set forth in Item 4, no transactions in the Ordinary Shares have been effected by the Reporting Persons during the past 60 days.
(d) None.
(e) Not applicable.
Page 11 of 12 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 22, 2021
|
FIMI Opportunity IV, L.P.
By: FIMI IV 2007 Ltd., managing general partner
By: /s/ Ishay Davidi
Ishay Davidi, CEO
|
|
FIMI Israel Opportunity IV, Limited Partnership
By: FIMI IV 2007 Ltd., managing general partner
By: /s/ Ishay Davidi
Ishay Davidi, CEO
|
|
|
FIMI Opportunity V, L.P.
By: FIMI FIVE 2012 Ltd., managing general partner
By: /s/ Ishay Davidi
Ishay Davidi, CEO
|
|
|
FIMI Israel Opportunity Five, Limited Partnership
By: FIMI FIVE 2012 Ltd., managing general partner
By: /s/ Ishay Davidi
Ishay Davidi, CEO
|
|
|
FIMI IV 2007 Ltd.
By: /s/ Ishay Davidi
Ishay Davidi, CEO
FIMI FIVE 2012 Ltd.
By: /s/ Ishay Davidi
Ishay Davidi, CEO
Shira and Ishay Davidi Management Ltd.
By: /s/ Ishay Davidi
Ishay Davidi, CEO
|
|
|
/s/ Ishay Davidi
Ishay Davidi
|
Page 12 of 12 Pages