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)
(Amendment No. 11)
Stratasys Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M85548101
(CUSIP Number)
nano dimension LTD.
2 Ilan Ramon, Ness Ziona,
7403635, Israel
Yael Sandler
2 Ilan Ramon, Ness Ziona,
7403635, Israel
972-73-7509142
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 2023
(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 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).
| 1 | 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. |
| CUSIP No. M85548101 | 13D | Page 2 of 7 |
| 1 | NAME OF REPORTING PERSON | |
| Nano Dimension Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX 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 |
| 9,695,015 | ||
| 8 | SHARED VOTING POWER | |
| 100 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 9,695,015 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 100 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 9,695,115 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 14.1%* | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO |
| * | Based on a Solicitation/Recommendation Statement on Schedule 14D-9 dated May 30, 2023 filed by the Issuer on May 30, 2023, there were 68,552,104 ordinary shares of the Issuer outstanding as of May 24, 2023. |
| CUSIP No. M85548101 | 13D | Page 3 of 7 |
| 1 | NAME OF REPORTING PERSON | |
| Nano Dimension NY Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| N/A | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| New York | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 100 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 100 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 100 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.0000001%* | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO |
| * | Based on a Solicitation/Recommendation Statement on Schedule 14D-9 dated May 30, 2023 filed by the Issuer on May 30, 2023, there were 68,552,104 ordinary shares of the Issuer outstanding as of May 24, 2023. |
| CUSIP No. M85548101 | 13D | Page 4 of 7 |
This Amendment No. 11 to Schedule 13D (this “Schedule 13D/A”) amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2023, as amended by Amendment No. 1 on March 10, 2023, Amendment No. 2 on March 30, 2023, Amendment No. 3 on May 25, 2023, Amendment No. 4 on May 31, 2023, Amendment No. 5 on June 9, 2023, Amendment No. 6 on June 14, 2023, Amendment No. 7 on June 27, 2023, Amendment No. 8 on July 10, 2023, Amendment No. 9 on July 20, 2023 and Amendment No. 10 on July 28, 2023 (as amended, the “Schedule 13D”) by Nano Dimension Ltd., a corporation incorporated under the laws of Israel (the “Company”) and Nano Dimension NY Ltd., a New York corporation and a wholly-owned subsidiary of the Company (the “Subsidiary”), pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended.
Item 1. Security and Issuer.
This item is not being amended by this Schedule 13D/A.
Item 2. Identity and Background.
This item is not being amended by this Schedule 13D/A.
Item 3. Source and Amount of Funds or Other Consideration.
This item is not being amended by this Schedule 13D/A.
| CUSIP No. M85548101 | 13D | Page 5 of 7 |
Item 4. Purpose of Transaction.
“Item 4. Purpose of Transaction” of the Schedule 13D is hereby amended to add the following:
On August 1, 2023, the Company announced that the special tender offer expired at 11:59 p.m., New York time, on July 31, 2023 and was not further extended. Computershare Trust Company, N.A., the depositary for the special tender offer, has advised the Company that, as of 11:59 p.m., New York time, on July 31, 2023, 3,408,322 Issuer shares had been validly tendered and not properly withdrawn pursuant to the special tender offer and 445,533 Issuer shares had been tendered pursuant to Notices of Guaranteed Delivery, representing approximately 5.6% of the outstanding Issuer shares. The number of Issuer shares validly tendered and not properly withdrawn prior to the Expiration Date did not satisfy the Minimum Condition. Further, the Issuer Board did not terminate the Rights Plan nor redeem the Rights issued and outstanding under the Rights Plan or otherwise render it inapplicable to the special tender offer. Accordingly, the Minimum Condition and the Rights Plan Condition were not satisfied nor waived at the close of the Offer Period and the special tender offer expired with no Issuer shares being accepted. The Company has instructed the depositary to promptly return all Issuer shares validly tendered and not properly withdrawn to the tendering shareholders, without any action required on the part of the tendering shareholders. The Company also intends to review its investment in the Issuer, including a possible sale of its existing holdings in the Issuer in the open market, and pursue alternative M&A opportunities.
On the same day, the Company filed an amendment to the Tender Offer Statement, a copy of which is filed hereto as Exhibit 99.1 and incorporated herein by reference.
| CUSIP No. M85548101 | 13D | Page 6 of 7 |
Item 5. Interest in Securities of the Issuer.
This item is not being amended by this Schedule 13D/A.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
This item is not being amended by this Schedule 13D/A.
Item 7. Material to be Filed as Exhibits.
“Item 7. Material to be Filed as Exhibits” of the Schedule 13D is hereby amended to add the following:
| Exhibit | ||
| 99.1 |
| CUSIP No. M85548101 | 13D | Page 7 of 7 |
SIGNATURES
After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 1, 2023
| Nano Dimension Ltd. | |||
| By: | /s/ Yael Sandler | ||
| Name: | Yael Sandler | ||
| Title: | Chief Financial Officer | ||
| Nano Dimension NY Ltd. | |||
| By: | /s/ Yael Sandler | ||
| Name: | Yael Sandler | ||
| Title: | Chief Financial Officer | ||