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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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Nano-X Imaging Ltd.
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(Name of Issuer)
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Ordinary Shares
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(Title of Class of Securities)
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M70700105
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*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. M70700105
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
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Moshe Moalem
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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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
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3,948,670
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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3,948,670
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,948,670
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.6%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. M70700105
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Page 3 of 5 Pages
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| ITEM 1(a). |
NAME OF ISSUER
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Nano-X Imaging Ltd. (the “Issuer”).
ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
Communications Center, Neve Ilan, Israel 9085000
| ITEM 2(a). |
NAME OF PERSONS FILING
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Moshe Moalem
| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE
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39 Shamgar St., Tel Aviv, Israel 6993592
| ITEM 2(c). |
CITIZENSHIP
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Israel
| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES
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Ordinary shares of the Issuer
| ITEM 2(e). |
CUSIP NUMBER
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M70700105
| ITEM 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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| (a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) |
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) |
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) |
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
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CUSIP No. M70700105
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Page 4 of 5 Pages
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| ITEM 4. |
OWNERSHIP
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| (a) |
Amount beneficially owned: 3,948,670 ordinary shares
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| (b) |
Percent of class: 8.6%
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(c)
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Sole power to vote or direct the vote: 3,948,670 ordinary shares
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| (ii) |
Shared power to vote or direct the vote: 0
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| (iii) |
Sole power to dispose or to direct the disposition of: 3,948,670 ordinary shares
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| (iv) |
Shares power to dispose or to direct the disposition of: 0
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| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not applicable.
| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Not applicable.
| ITEM 7. |
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.
| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable.
| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
| ITEM 10. |
CERTIFICATION
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Not applicable.
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CUSIP No. M70700105
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Page 5 of 5 Pages
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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.
| DATE: |
February 18, 2021
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/s/ MOSHE MOALEM
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