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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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 1)*
Valens Semiconductor Ltd.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
M9607U 115
(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:
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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 on the remainder of this cover page shall not be deemed to be “filed” for 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. M9607U 115
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13G/A |
Page 2 of 8 Pages |
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1
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NAME OF REPORTING PERSONS
Genesis Partners III L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
10,895,137
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
10,895,137
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,895,137
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.96%(1)
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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Based on 99,438,211ordinary shares issued and outstanding of as of October 3, 2022, as described in the Issuer’s Proxy Statement for its Annual General Meeting of
Shareholders, attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K, as furnished to the U.S. Securities and Exchange Commission on October 3, 2022).
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CUSIP No. M9607U 115
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13G/A |
Page 2 of 8 Pages |
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1
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NAME OF REPORTING PERSONS
Valens S.P.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
1,354,825
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,354,825
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,
354,825
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.36%(1)
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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Based on 99,438,211 ordinary shares issued and outstanding of as of October 3, 2022, as described in the Issuer’s Proxy Statement for its Annual General Meeting of
Shareholders, attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K, as furnished to the U.S. Securities and Exchange Commission on October 3, 2022).
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CUSIP No. M9607U 115
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13G/A |
Page 2 of 8 Pages |
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1
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NAME OF REPORTING PERSONS
Eyal Kishon
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
12,249,962
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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
12,249,962
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,249,962
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.32%(2)
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12
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TYPE OF REPORTING PERSON
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(1)
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Eyal Kishon is a General Partner of Genesis Partners III L.P. and may be deemed to share voting and dispositive power of the 10,895,137 ordinary shares held by Genesis
Partners III L.P. In addition, Mr. Kishon is a General Partner of Valens S.P.V. and may be deemed to share voting and dispositive power of the 1,354,825 shares held by Valens S.P.V. Mr. Kishon disclaims beneficial ownership over the
shares beneficially owned by Genesis Partners III L.P. and Valens S.P.V. except to the extent of his pecuniary interest therein.
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(2)
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Based on 99,438,211 ordinary shares issued and outstanding of as of October 3, 2022, as described in the Issuer’s Proxy Statement for its Annual General Meeting of
Shareholders, attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K, as furnished to the U.S. Securities and Exchange Commission on October 3, 2022).
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Item 1(a)
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Name of Issuer:
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Valens Semiconductor Ltd. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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8 Hanagar St. POB 7152, Hod Hasharon 4501309, Israel.
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Item 2(a)
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Name of Person Filing:
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The following entities and individual, listed in (i)-(iii) below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “Statement”), are referred to herein collectively as the “Reporting Persons”:
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Genesis Partners III L.P. (“Genesis III”)
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Valens S.P.V. (“SPV”)
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Eyal Kishon (the “Reporting Individual”)
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Genesis III and SPV directly hold the securities of the Issuer that are reported in this Statement. Genesis III is controlled by the Reporting Individual,
who is the General Partner of Genesis III. In addition, the Reporting Individual is a General Partner of SPV. Therefore, the Reporting Individual possesses ultimate voting and investment authority with respect to the securities of the
Issuer beneficially owned by the Reporting Persons.
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Item 2(b)
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Address or Principal Business Office or, if none, Residence:
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13 Basel Street, Herzliya, 4666013, Israel.
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Item 2(c)
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Citizenship:
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The citizenship or state of organization, as applicable, of each Reporting Person is as follows:
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Genesis III— Israel
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SPV— Israel
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Reporting Individual— Israel
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Item 2(d)
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Title of Class of Securities:
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Ordinary Shares, no par value
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Item 2(e)
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CUSIP Number:
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M9607U 115
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Item 3
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:
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Not applicable.
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Item 4
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Ownership.
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See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which are
incorporated by reference herein.
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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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5
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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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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Certifications.
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Not applicable.
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6
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.
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Dated: February 12, 2023
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GENESIS PARTNERS III L.P
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By:
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/s/ Eyal Kishon
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Name:
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Eyal Kishon
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Title:
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General Partner
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VALENS S.P.V.
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By:
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/s/ Eyal Kishon
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Name:
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Eyal Kishon
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Title:
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General Partner
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/s/ Eyal Kishon
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Eyal Kishon
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7
EXHIBITS
8