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
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)*
MediWound Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.07 per share
(Title of Class of Securities)
M68830112
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. M68830112
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13G
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSONS
Lior Rosenberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
62,488 (1)(4)
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6
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SHARED VOTING POWER
251,340 (2)(4)
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7
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SOLE DISPOSITIVE POWER
62,488 (1)(4)
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8
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SHARED DISPOSITIVE POWER
313,828 (1)(2)(4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,828 (1)(2)(4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3% (1)(2)(3)(4)
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12
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TYPE OF REPORTING PERSON (See instructions)
IN
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(1)
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Includes 41,193 ordinary shares underlying options and RSUs that are exercisable within 60 days of February 14, 2023.
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(2)
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Includes 3,513 ordinary shares underlying series A Warrant that are exercisable within 60 days of February 14, 2023.
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(3)
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Based on 7,240,020 ordinary shares issued and outstanding as of December 31, 2022.
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(4)
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The number of shares and warrants presented herein reflects a retroactive adjustment for the company’s 1-for-7 reverse share split effected on
December 20, 2022.
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2
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CUSIP No. M68830112
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13G
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Page 3 of 7 Pages
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1
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NAME OF REPORTING PERSONS
L.R. Research & Development Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
251,340 (1)(3)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
251,340 (1)(3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,340 (1)(3)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(1)
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Includes 3,513 ordinary shares underlying series A warrant that are exercisable within 60 days of February 14, 2023.
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(2)
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Based on 7,240,020 ordinary shares issued and outstanding as of December 31, 2022.
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(3)
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The number of shares and warrants presented herein reflects a retroactive adjustment for the company’s 1-for-7 reverse share split effected on
December 20, 2022.
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3
| Item 1. (a) |
Name of Issuer:
MediWound Ltd.
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(b)
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Address of Issuer's Principal Executive Offices:
42 Hayarkon Street Yavne 8122745, Israel
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Item 2. (a)
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Name of Person Filing:
Lior Rosenberg
L.R. Research and Development Ltd.
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(b)
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Address of Principal Business Office:
Lior Rosenberg – 42 Hayarkon Street Yavne 8122745, Israel
L.R. Research and Development Ltd. – 13 Harduf St. Omer 8496500, Israel
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(c)
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Citizenship:
Lior Rosenberg – Israel
L.R. Research and Development Ltd. – Israel
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(d)
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Title of Class of Securities:
Ordinary Shares, par value NIS 0.07 per share
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(e)
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CUSIP Number:
M68830112
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Item 3.
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Not Applicable
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Item 4.
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Ownership:
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(a)
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Amount beneficially owned:
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See rows 5-9 of cover page of each reporting person.
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The securities reported herein are beneficially owned as follows:
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•
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62,488 Ordinary Shares, which amount includes
41,193 ordinary shares underlying options and RSUs exercisable within 60 days of February 14, 2023 (representing 0.9% of the total Ordinary Shares outstanding) are owned directly by Lior Rosenberg.
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•
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251,340 Ordinary Shares, which amount includes 3,513 ordinary shares underlying series A warrant exercisable within 60 days of February 14, 2023 (representing 3.5% of the total Ordinary Shares outstanding) are owned directly by L.R. Research and Development Ltd. in trust for the benefit of Lior Rosenberg. Because Mr. Rosenberg is the sole shareholder of L.R. Research
and Development Ltd., he may be deemed to share beneficial ownership in the Ordinary Shares directly beneficially owned by L.R. Research and Development Ltd.
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4
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(b)
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Percent of class:
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See row 11 of cover page of each reporting person
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
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(ii)
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Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above
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(iii)
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Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
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(iv)
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Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following⌧.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another:
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
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Item 10.
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Certification:
Not applicable.
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5
SIGNATURE
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 14, 2023
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/s/ Lior Rosenberg
Lior Rosenberg
/s/ Lior Rosenberg
L.R. Research and Development Ltd.
By: Lior Rosenberg
Title: Owner and Director
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6
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EXHIBIT NO.
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DESCRIPTION
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Exhibit 1
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Agreement of Joint Filing by and among the Reporting Persons, dated as of February 13, 2015 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the
Reporting Persons on February 13, 2015).
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7