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
(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. 2)1
Mer Telemanagement Solutions Ltd.
(Name of Issuer)
Ordinary Shares, NIS 0.03 par value
(Title of Class of Securities)
M69676 209
(CUSIP Number)
David Elliot Lazar
c/o Custodian ventures llc
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036
(646) 768-8417
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 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 ☐.
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.
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.
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. M69676 209
| 1 |
NAME OF REPORTING PERSONS
Custodian Ventures LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
Wyoming |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
424,800 | |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 10 |
SHARED DISPOSITIVE POWER
424,800 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,800 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON
OO |
2
CUSIP No. M69676 209
| 1 |
NAME OF REPORTING PERSONS
ACTIVIST INVESTING LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
424,800 | |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 10 |
SHARED DISPOSITIVE POWER
424,800 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,800 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON
OO |
3
CUSIP No. M69676 209
| 1 |
NAME OF REPORTING PERSONS
David Elliot Lazar |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA, Israel |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
424,800 | |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 10 |
SHARED DISPOSITIVE POWER
424,800 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,800 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON
IN |
4
CUSIP No. M69676 209
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. Security and Issuer.
This statement relates to the Ordinary Shares, NIS 0.03 par value (the “Shares”), of Mer Telemanagement Solutions Ltd., an Israeli corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 15 Hatidhar Street, Ra’anana 4366517, Israel.
Item 2. Identity and Background.
(a) This statement is filed by:
| (i) | Custodian Ventures LLC, a Wyoming limited liability company (“Custodian”), with respect to the Shares directly owned by it; and |
| (ii) | Activist Investing LLC, a New York limited liability company (“Activist”), with respect to the Shares directly owned by it; and |
| (iii) | David Elliot Lazar, individually and as the sole member and Chief Executive Officer of Custodian and Activist. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of the Reporting Persons is 1185 Avenue of the Americas, 3rd Floor, New York, New York 10036.
(c) The principal business of Custodian is investing in securities and engaging in all related activities and transactions. The principal occupation of Mr. Lazar is serving as Chief Executive Officer of Custodian.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been 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.
(f) Mr. Lazar is a citizen of the United States of America and of Israel.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares purchased by Custodian were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 424,800 Shares directly beneficially owned by Custodian is approximately $719,000, excluding brokerage commissions.
CUSIP No. M69676 209
Item 4. Purpose of Transaction.
Further to the letter to the Issuer, which was attached as exhibit 99.1(b) to Amendment 1 to Schedule 13D filed on January 20, 2021 (“13D/A1”), and further to the notification included in the 13D/A1 about the nomination of Mr. Yoram Drucker for appointment to the Issuer’s board of directors, on January 28, 2021 the Issuer was informed that Mr. Eric Greenberg will be nominated for appointment to the Issuer’s board of directors instead of Mr. Yoram Drucker.
5
CUSIP No. M69676 209
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of Shares reported owned by each person named herein is based upon 4,424,991 Shares outstanding, which is the total number of Shares outstanding as of January 13, 2021, as confirmed by the Issuer.
| A. | Custodian Ventures LLC |
| (a) | As of the close of business on January 28, 2021, Custodian directly beneficially owned 424,800 Shares. |
Percentage: Approximately 9.6%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 424,800 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 424,800 |
| (c) | Custodian did not execute any transactions in the shares of the Issuer since the filing of the 13D/A1 by Custodian on January 20, 2021. |
| B. | Activist Investing LLC |
| (a) | As of the close of business on January 28, 2021, Activist directly beneficially owned 424,800 Shares. |
Percentage: Approximately 9.6%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 424,800 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 424,800 |
| (c) | Activist did not execute any transactions in the shares of the Issuer since the filing of the 13D/A1 by Custodian on January 20, 2021. |
6
CUSIP No. M69676 209
| C. | Mr. Lazar |
| (a) | Mr. Lazar, as the sole member and Chief Executive Officer of Custodian and Activist, may be deemed the beneficial owner of the 424,800 Shares owned by Custodian, Activist and him individually. |
Percentage: Approximately 9.6%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 424,800 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 424,800 |
| (c) | Mr. Lazar did not execute any transactions in the shares of the Issuer since the filing of the 13D/A1 by Custodian on January 20, 2021. |
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On January 29, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships amon g the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
| 99.1 | Joint Filing Agreement by and among Custodian Ventures LLC, Activist Investing LLC and David Elliot Lazar, dated January 29, 2021. |
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CUSIP No. M69676 209
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 29, 2021
| CUSTODIAN VENTURES LLC | |||
| By: |
/s/ David Elliot Lazar | ||
| Name: | David Elliot Lazar | ||
| Title: | Chief Executive Officer | ||
| /s/ David Elliot Lazar | |
| David Elliot Lazar |
8