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"
- Peter Lynch
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- Peter Lynch
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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 RULES 13d-1(b), (c),
AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
Orthofix
International N.V.
|
(Name of
Issuer)
|
|
Common
Stock
|
(Title of Class of
Securities)
|
N6748L102
|
(CUSIP
Number)
|
December 19,
2007
|
(Date of Event which Requires
Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o | Rule 13d-1(b) | |
x | Rule 13d-1(c) | |
o | 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. N6748L102
|
SCHEDULE
13G
|
Page 2
of 10 Pages
|
1
|
NAME OF
REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert
Gaines Cooper
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Seychelles
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
6
|
SHARED
VOTING POWER
905,773
|
|||
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
8
|
SHARED
DISPOSITIVE POWER
905,773
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,773
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.30%
|
|||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
CUSIP
No. N6748L102
|
SCHEDULE
13G
|
Page 3
of 10 Pages
|
1
|
NAME OF
REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The
Bird Island Trust
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
font>
(a)
o
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Liechtenstein
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
6
|
SHARED
VOTING POWER
187,500
|
|||
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
8
|
SHARED
DISPOSITIVE POWER
187,500
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,500
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.097%
|
|||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
00
|
CUSIP
No. N6748L102
|
SCHEDULE
13G
|
Page 4
of 10 Pages
|
1
|
NAME OF
REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Venner
Capital S.A.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
6
|
SHARED
VOTING POWER
200,000
|
|||
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
8
|
SHARED
DISPOSITIVE POWER
200,000
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.170%
|
|||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
CUSIP
No. N6748L102
|
SCHEDULE
13G
|
Page 5
of 10 Pages
|
1
|
NAME OF
REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
International
Investments Venner Inc.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
6
|
SHARED
VOTING POWER
518,273
|
|||
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
8
|
SHARED
DISPOSITIVE POWER
518,273
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
518,273
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.033%
|
|||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
Item
1(a).
|
Name
of Issuer: Orthofix International N.V.
|
||
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
||
7
Abraham de Veerstraat
|
|||
Curacao
|
|||
Netherlands
Antilles
|
|||
Item
2(a).
|
Name
of Person Filing:
|
||
Robert
Gaines Cooper
|
|||
The
Bird Island Trust
|
|||
Venner
Capital S.A.
|
|||
International
Investments Venner Inc.
|
|||
Item
2(b)
|
Address
of Principal Business Office or, if none, Residence:
|
||
Robert
Gaines Cooper
|
|||
c/o
Venner Capital SA
|
|||
Osprey
House
|
|||
PO
Box 862
|
|||
Old
Street
|
|||
St
Helier
|
|||
Jersey
|
|||
JE4
2ZZ
|
|||
UK
|
|||
The
Bird Island Trust
|
|||
Lova
Center
|
|||
PO
Box 1150
|
|||
FL-9490
Vaduz
|
|||
Liechtenstein
|
|||
Venner
Capital S.A.
|
|||
Osprey
House
|
|||
PO
Box 862
|
|||
Old
Street
|
|||
St
Helier
|
|||
Jersey
|
|||
JE4
2ZZ
|
|||
UK
|
|||
International
Investments Venner Inc.
|
|||
Lova
Center
|
|||
PO
Box 1150
|
|||
FL-9490
Vaduz
|
|||
Liechtenstein
|
|||
Item
2(c).
|
Citizenship:
|
||
Robert
Gaines Cooper – Seychelles
|
The
Bird Island Trust – Liechtenstein
|
|||
Venner
Capital S.A. – Panama
|
|||
International
Investments Venner Inc. – British Virgin Islands
|
|||
Item
2(d).
|
Title
of Class of Securities: Common Stock
|
||
Item
2(e).
|
CUSIP
Number: N6748L102
|
||
Item 3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:
|
||
(a)
|
o
|
Broker
or Dealer registered under section 15 of the Act
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act
|
|
(c)
|
o
|
Insurance
Company as defined in section 3(a)(19) of the Act
|
|
(d)
|
o
|
Investment
Company registered under section 8 of the Investment Company
Act
|
|
(e)
|
o
|
Investment
Adviser registered under section 203 of the Investment Advisers Act of
1940
|
|
(f)
|
o
|
Employment
Benefit Plan, Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974 or Endowment Fund; see
section 240.13d-1(b)(1)(ii)(F)
|
|
(g)
|
o
|
Parent
Holding Company, in accordance with section 240.13d-1(b)(1)(ii)(G)
(Note: See Item 7)
|
|
(h)
|
o
|
Group,
in accordance with section
240.13d-1(b)(1)(ii)(H)
|
Item 4.
|
Ownership
|
||
|
(a)
Amount beneficially owned:
|
||
Robert
Gaines Cooper – 905,773 shares consisting of:
|
|||
The
Bird Island Trust – 187,500 shares
|
|||
Venner Capital S.A. – 200,000 shares | |||
International Investments Venner Inc. – 518,273 shares | |||
(b) Percent of Class: | |||
Robert Gaines Cooper – 5.30% | |||
The
Bird Island Trust – 1.097%
|
|||
Venner Capital S.A. – 1.170% | |||
International Investments Venner Inc. – 3.033% | |||
(c) Number of shares to which the person has: | |||
(i) Sole power to vote or to direct the vote: | |||
Robert
Gaines Cooper – 0 shares
|
|||
The Bird Island Trust – 0 shares | |||
Venner Capital S.A. – 0 shares | |||
International Investments Venner Inc. – 0 shares | |||
(ii) Shared power to vote or direct the vote: | |||
Robert Gaines Cooper – 905,773 shares | |||
The Bird Island Trust – 187,500 shares | |||
Venner Capital S.A. – 200,000 shares | |||
International Investments Venner Inc. – 518,273 shares | |||
(iii) Sole power to dispose or direct the disposition of: | |||
Robert Gaines Cooper – 0 shares | |||
The Bird Island Trust – 0 shares | |||
Venner Capital S.A. – 0 shares | |||
International Investments Venner Inc. – 0 shares | |||
(iv) Shared power to dispose or direct the disposition of: | |||
Robert Gaines Cooper – 905,773 shares | |||
The Bird Island Trust – 187,500 shares |
Venner Capital S.A. – 200,000 shares | |||
International Investments Venner Inc. – 518,273 shares |
Item 5. | Ownership of Five Percent or Less of a Class. |
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 five percent of the class
of securities check the following o.
|
|
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. |
Not applicable | |
Item 8. | Identification and Classification of Members of the Group. |
Not applicable | |
Item 9. < /td> | Notice of Dissolution of Group. |
Not applicable |
Item 10. | Certification. |
By signing below we certify that, to
the best of our 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.
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.
Dated:
May 2, 2008
ROBERT GAINES COOPER | |
By:
|
/s/ Robert Gaines Cooper |
|
Robert Gaines Cooper |
|
|
THE BIRD ISLAND TRUST | |
By: | /s/ Dr. iur. Thomas Wilhelm |
Name: Dr. iur. Thomas Wilhelm | |
Title: Trustee | |
VENNER CAPITAL S.A. | |
By: | /s/ Robert Gaines Cooper |
Name: Robert Gaines Cooper | |
Title: Chairman and Director | |
INTERNATIOANL INVESTMENTS VENNER INC. | |
By: | /s/ Robert Gaines Cooper |
Name: Robert Gaines Cooper | |
Title: Power of Attorney |