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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
MICRONET ENERTEC TECHNOLOGIES, INC.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
595117102
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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).
| CUSIP No. 595117102 |
| 1 | NAMES OF REPORTING PERSONS
UTA Capital LLC (1) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
726,746 (2) | ||||
| 6 | SHARED VOTING POWER
— | |||||
| 7 | SOLE DISPOSITIVE POWER
726,746 (2) | |||||
| 8 | SHARED DISPOSITIVE POWER
— | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,746 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.5% (3) | |||||
| 12 | TYPE OF REPORTING PERSON
OO (limited liability company) | |||||
| (1) | This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. |
| (2) | Represents (i) 476,113 shares of Common Stock issued upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) 250,633 net shares of Common Stock issued upon cashless exercise of a second warrant issued to UTA Capital LLC (the “Second Warrant”). The First Warrant and the Second Warrant were exercised on March 8, 2013. All share amounts reflect subsequent 1:2 reverse stock split by the Issuer. |
| (3) | Calculated based on (i) 5,831,246 shares of Common Stock outstanding on November 14, 2013, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2013; and (ii) (A) 476,113 shares of Common Stock issued upon exercise of the First Warrant and (B) 250,633 net shares of Common Stock issued upon cashless exercise of the Second Warrant. |
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| CUSIP No. 595117102 |
| 1 | NAMES OF REPORTING PERSONS
YZT Management LLC (1) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
| ||||
| 6 | SHARED VOTING POWER
726,746 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
— | |||||
| 8 | SHARED DISPOSITIVE POWER
726,746 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,746 (3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.5% (3) | |||||
| 12 | TYPE OF REPORTING PERSON
OO (limited liability company) | |||||
| (1) | This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. |
| (2) | Represents (i) 476,113 shares of Common Stock issued upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) 250,633 net shares of Common Stock issued upon cashless exercise of a second warrant issued to UTA Capital LLC (the “Second Warrant”). The First Warrant and the Second Warrant were exercised on March 8, 2013. All share amounts reflect subsequent 1:2 reverse stock split by the Issuer. |
| (3) | Calculated based on (i) 5,831,246 shares of Common Stock outstanding on November 14, 2013, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2013; and (ii) (A) 476,113 shares of Common Stock issued upon exercise of the First Warrant and (B) 250,633 net shares of Common Stock issued upon cashless exercise of the Second Warrant. |
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| CUSIP No. 595117102 |
| 1 | NAMES OF REPORTING PERSONS
Alleghany Capital Corporation (1) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
— | ||||
| 6 | SHARED VOTING POWER
726,746 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
— | |||||
| 8 | SHARED DISPOSITIVE POWER
726,746 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,746 (3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.5% (3) | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. |
| (2) | Represents (i) 476,113 shares of Common Stock issued upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) 250,633 net shares of Common Stock issued upon cashless exercise of a second warrant issued to UTA Capital LLC (the “Second Warrant”). The First Warrant and the Second Warrant were exercised on March 8, 2013. All share amounts reflect subsequent 1:2 reverse stock split by the Issuer. |
| (3) | Calculated based on (i) 5,831,246 shares of Common Stock outstanding on November 14, 2013, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2013; and (ii) (A) 476,113 shares of Common Stock issued upon exercise of the First Warrant and (B) 250,633 net shares of Common Stock issued upon cashless exercise of the Second Warrant. |
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| CUSIP No. 595117102 |
| 1 | NAMES OF REPORTING PERSONS
Alleghany Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
— | ||||
| 6 | SHARED VOTING POWER
726,746 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
— | |||||
| 8 | SHARED DISPOSITIVE POWER
726,746 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,746 (3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.5% (3) | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. |
| (2) | Represents (i) 476,113 shares of Common Stock issued upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) 250,633 net shares of Common Stock issued upon cashless exercise of a second warrant issued to UTA Capital LLC (the “Second Warrant”). The First Warrant and the Second Warrant were exercised on March 8, 2013. All share amounts reflect subsequent 1:2 reverse stock split by the Issuer. |
| (3) | Calculated based on (i) 5,831,246 shares of Common Stock outstanding on November 14, 2013, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2013; and (ii) (A) 476,113 shares of Common Stock issued upon exercise of the First Warrant and (B) 250,633 net shares of Common Stock issued upon cashless exercise of the Second Warrant. |
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| CUSIP No. 595117102 |
| 1 | NAMES OF REPORTING PERSONS
Udi Toledano | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
— | ||||
| 6 | SHARED VOTING POWER
726,746 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
— | |||||
| 8 | SHARED DISPOSITIVE POWER
726,746 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,746 (3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.5% (3) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. |
| (2) | Represents (i) 476,113 shares of Common Stock issued upon exercise of a warrant issued to UTA Capital LLC pursuant to that certain Amended and Restated Note and Warrant Purchase Agreement by and between the Issuer and UTA Capital LLC dated September 7, 2012 (the “First Warrant”) and (ii) 250,633 net shares of Common Stock issued upon cashless exercise of a second warrant issued to UTA Capital LLC (the “Second Warrant”). The First Warrant and the Second Warrant were exercised on March 8, 2013. All share amounts reflect subsequent 1:2 reverse stock split by the Issuer. |
| (3) | Calculated based on (i) 5,831,246 shares of Common Stock outstanding on November 14, 2013, as reported in the most recent Form 10-Q of the Issuer for the period ending September 30, 2013; and (ii) (A) 476,113 shares of Common Stock issued upon exercise of the First Warrant and (B) 250,633 net shares of Common Stock issued upon cashless exercise of the Second Warrant. |
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Item 1(a). Name of Issuer:
Micronet Enertec Technologies, Inc., a Delaware corporation (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
70 Kinderkamack Road, Emerson, New Jersey 07630
Item 2(a). Name of Persons Filing:
UTA Capital LLC
YZT Management LLC
Alleghany Capital Corporation
Alleghany Corporation
Udi Toledano
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal office of each of UTA Capital LLC, YZT Management LLC and Udi Toledano is located at 51 Duffield Drive, South Orange, NJ 07079
The principal office of each of Alleghany Capital Corporation and Alleghany Corporation is located at 7 Times Square Tower, New York, New York 10036
Item 2(c). Citizenship:
UTA Capital LLC is a Delaware limited liability company
YZT Management LLC is a New Jersey limited liability company
Alleghany Capital Corporation is a Delaware corporation
Alleghany Corporation is a Delaware corporation
Udi Toledano is a citizen of the United States of America
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share
Item 2(e). CUSIP Number:
595117102
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:
Not applicable
Item 4. Ownership.
(a) Amount beneficially owned:
726,746 shares of the Issuer’s common stock
(b) Percent of class: Approximately 12.5%
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(c) Number of shares as to which the person has:
| (i) | Sole power to vote or direct the vote: |
| (ii) | Shared power to vote or direct the vote: 726,746 |
| (iii) | Sole power to dispose or direct the disposition of: |
| (iv) | Shared power to dispose or direct the disposition of: 726,746 |
This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managi ng member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
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.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| UTA Capital LLC | ||||||||||
| By: | YZT Management LLC, | |||||||||
| its managing member | ||||||||||
| Date: February 14, 2014 | By: | /s/ Udi Toledano | ||||||||
| Udi Toledano its managing member | ||||||||||
| YZT Management LLC | ||||||||||
| By: | /s/ Udi Toledano | |||||||||
| Udi Toledano its managing member | ||||||||||
| Alleghany Capital Corporation | ||||||||||
| By: | /s/ Peter R. Sismondo | |||||||||
| Peter R. Sismondo Vice President and Treasurer | ||||||||||
| Alleghany Corporation | ||||||||||
| By: | /s/ Peter R. Sismondo | |||||||||
| Peter R. Sismondo Vice President | ||||||||||
| /s/ Udi Toledano | ||||||||||
| Udi Toledano | ||||||||||
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Exhibit Index
Exhibit 1 Joint Filing Agreement dated as of February 14, 2014.
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