SC 13 G
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SCHEDULE 13G
(Rule 13d-102)
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Information
to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c)
and (d) and Amendments
Thereto Filed Pursuant to Rule 13d-2. |
Under the Securities
Exchange Act of 1934
(Amendment No. ___)*
| Ordinary
Shares, par value NIS 0.01 per share |
|
(Title
of Class of Securities) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*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).
Page 1 of 6
| CUSIP No. M5364E 104
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13G
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Page 2 of 6 Pages
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| 1 |
Names of Reporting Persons/I.R.S. Identification Nos. of above persons (Entities Only).
Yaron Adler |
| 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
Israel
|
Number of
Shares
Beneficially
Owned
by Each
Reporting
Person With
|
5 |
Sole Voting Power
1,440,733 * |
| 6 |
Shared Voting Power
0
|
| 7 |
Sole Dispositive Power
1,360,933 |
| 8 |
Shared Dispositive Power
0
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,360,933 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
| 11 |
Percent of Class Represented by Amount in Row (9)
14.51% |
| 12 |
Type of Reporting Person (See Instructions)
IN
|
* Includes an additional 79,800 Ordinary Shares
previously owned directly by an initial shareholder of the registrant, with respect to which such
shareholder granted an irrevocable proxy that instructs the proxy holder to vote such Ordinary Shares in
accordance with the vote of the reporting person. The issuer has been informed that such initial
shareholder has transferred such 79,800 Ordinary Shares to cede & Co. The irrevocable proxy provides
that it shall terminate upon transfer of the underlying shares to a third party.
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13G
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Page 3 of 6 Pages
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| Item 1. |
(a) |
Name of Issuer: |
| |
(b) |
Address
of Issuer’s Principal Executive Offices: |
| |
4
HaNechoshet Street, Tel Aviv 69710, Israel |
| Item 2. |
(a) |
Name of Person Filing: |
| |
(b) |
Address
of Principal Business Office or, if None, Residence: |
| |
4
HaNechoshet Street, Tel Aviv 69710, Israel |
| |
(d) |
Title
of Class of Securities: |
| |
Ordinary
Shares, par value NIS 0.01 per share |
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check
whether the person filing is a: |
| |
(a) |
o
|
Broker
or dealer registered under Section 15 of the Exchange Act. |
| |
(b) |
o
|
Bank
as defined in Section 3(a)(6) of the Exchange Act. |
| |
(c) |
o
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Insurance
company as defined in Section 3(a)(19) of the Exchange Act. |
| |
(d) |
o
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Investment
company registered under Section 8 of the Investment Company Act. |
| |
(e) |
o
|
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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Page 4 of 6 Pages
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(f) |
o
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
| |
(g) |
o
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
| |
(h) |
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act; |
| |
(i) |
o
|
A
church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act; |
| |
(j) |
o
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(J). |
Provide
the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1:
| |
(a) |
Amount
beneficially owned: 1,360,933 |
| |
(b) |
Percent
of class: 14.51% |
| |
(c) |
Number
of shares as to which the person has: |
| |
(i) |
Sole power to vote or to direct the vote: 1,440,733
(Includes an additional 79,800 Ordinary Shares owned by an initial shareholder of the registrant, with respect to which
such shareholder granted an irrevocable proxy that instructs the proxy holder to vote such Ordinary Shares in accordance
with the vote of the reporting person. The issuer has been informed that such initial shareholder has transferred such
79,800 Ordinary Shares to cede &Co. The irrevocable proxy provides that it shall terminate upon transfer of the
underlying shares to a third party.). |
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Page 5 of 6 Pages
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(ii) |
Shared
power to vote or to direct the vote: 0 |
| |
(iii) |
Sole
power to dispose or to direct the disposition of: 1,360,933 |
| |
(iv) |
Shared
power to dispose or to direct the disposition of: 0 |
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
| Item 6. |
Ownership
of More Than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired The Security Being Reported on by the
Parent Holding Company or Control Person. |
| Item 8. |
Identification
And Classification of Members of The Group. |
| Item 9. |
Notice
of Dissolution of Group. |
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Page 6 of 6 Pages
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Signature
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 14, 2007
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/s/ Yaron Adler
——————————————
Signature |
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Yaron Adler
——————————————
Name |
