Item 1.
|
(a)
|
Name of Issuer:
|
On Track Innovations Ltd
|
(b)
|
Address of Issuer’s Principal Executive
Offices:
|
ZHR
Industrial Zone
PO Box
32
Rosh Pina
12000, ISRAEL
Item 2.
|
(a)
|
Name of Person Filing:
|
Trellus Management Company, LLC
Adam Usdan
|
(b)
|
Address of Principal Business Office or, if none,
Residence:
|
350 Madison Avenue, 9
th
Floor
New York, New York 10017
Trellus Management Company, LLC is a Delaware limited liability company.
Adam Usdan is a citizen of the United States.
|
(d)
|
Title of Class of Securities:
|
Common Stock
|
(e)
|
CUSIP Number: M8791A109
|
Item 3.
|
If this statement is being filed pursuant to Rule 13d-1(b)
or (c), or 13d-2(b), check whether the person filing is:
|
(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 of 1940
|
|
|
|
(e)
|
o
|
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
|
|
|
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
|
|
|
|
(g)
|
o
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(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 of
1940
|
|
|
|
(j)
|
o
|
Group, in accordance with 13d-1(b)(1)(ii)(J)
|
Page 4 of
7
(a)
|
Amount Beneficially Owned:
|
1,299,700*
|
|
|
|
(b)
|
Percent of Class:
|
6.88%
|
|
|
|
(c)
|
Number of Shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote:
|
0
|
|
|
|
(ii)
|
Shared power to vote or direct the vote:
|
1,299,700*
|
|
|
|
(iii)
|
Sole power to dispose or direct the disposition
of:
|
0
|
|
|
|
(iv)
|
Shared power to dispose or direct the disposition
of:
|
1,299,700*
|
*See Attachment A.
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:
|
Various other persons have the right to receive or the power to direct the
receipt of dividends from, or proceeds from sale of, the securities whose ownership is
reported on this Schedule 13G. No other person’s interest in such securities relates
to more than five percent of the class.
Item
7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8.
|
Identification and Classification of Members of the
Group
|
N/A
Item 9.
|
Notice of Dissolution of Group
|
N/A
Page 5 of
7
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of business
and 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.
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.
|
|
By:
|
Trellus Management Company, LLC
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Anthony G.
Miller
|
|
|
|
Name: Anthony G. Miller
|
|
|
|
Title: Chief Financial
Officer
|
|
|
|
|
|
|
|
/s/ Adam Usdan
|
|
|
|
Adam Usdan
|
Page 6 of
7
ATTACHMENT A
As of December 31, 2007, Trellus Management Company, LLC
(“Trellus”) was the beneficial owner of 1,299,700 shares of Common Stock of On
Track Innovations Ltd (“Common Stock”) for a total beneficial ownership of
6.88% of the outstanding shares of Common Stock. Adam Usdan is the President of Trellus.
Trellus and Adam Usdan are shown as sharing voting power and dispositive power of the same
1,299,700 shares of Common Stock.
ATTACHMENT B
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with all other persons
signatory below of a statement on Schedule 13G or any amendments thereto, with respect to
the Restricted Shares of Common Stock of On Track Innovations Ltd and that this Agreement
be included as an attachment to such filing.
This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original and all of which together shall be deemed to constitute
one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the
13
th
day of February, 2007.
|
|
By:
|
Trellus Management Company, LLC
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Anthony G.
Miller
|
|
|
|
Name: Anthony G. Miller
|
|
|
|
Title: Chief Financial
Officer
|
|
|
|
|
|
|
|
/s/ Adam Usdan
|
|
|
|
Adam Usdan
|
Page 7 of
7