- Amended Statement of Ownership (SC 13G/A)
February 17 2009 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
(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 on 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. 010658667
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SCHEDULE
13G/A
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Page 2 of 7
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1
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NAME OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trellus
Management Company, LLC (13-3807183)
|
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
DELAWARE
LIMITED LIABILITY COMPANY
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
1,768,855
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7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
1,768,855
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,855
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.41%
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12
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TYPE
OF REPORTING PERSON (See Instructions)
OO
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CUSIP
No. 010658667
|
SCHEDULE
13G/A
|
Page 3
of 7
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1
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NAME OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Adam
Usdan
|
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
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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)
8.41%
|
12
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Item 1.
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(a)
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Name of Issuer:
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On Track
Innovations Ltd
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(b)
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Address of Issuer’s Principal Executive
Offices:
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ZHR Industrial
Zone
PO Box
32
Rosh Pina 12000,
ISRAEL
Item 2.
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(a)
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Name of Person Filing:
|
Trellus Management
Company, LLC
Adam
Usdan
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(b)
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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.
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(d)
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Title of
Class of Securities:
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Common
Stock
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(e)
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CUSIP
Number: 010658667
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Item
3.
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If this
statement is being filed pursuant to Rule 13d-1(b) or (c), or 13d-2(b),
check whether the person filing is:
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(a)
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o
Broker or dealer registered under Section 15 of the
Act
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(b)
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o
Bank as defined in section 3(a)(6) of the
Act
|
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(c)
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o
Insurance
company as defined in section 3(a)(19) of the
Act
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(d)
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o
Investment company registered under section 8 of the Investment Company
Act of 1940
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(e)
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o
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
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(f)
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o
An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
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(g)
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o
A parent holding company or control person in accordance with Rule
13d-1(b)(ii)(G)
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(h)
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o
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act
|
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(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
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(j)
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o
Group, in accordance with
13d-1(b)(1)(ii)(J)
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(a)
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Amount Beneficially Owned:
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1,768,855*
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(b)
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Percent of Class:
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8.41%
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(c)
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Number of Shares as to which such person
has:
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(i)
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Sole power to vote or direct the
vote:
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0
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(ii)
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Shared power to vote or direct the
vote:
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1,768,855*
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(iii)
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Sole power to dispose or direct the
disposition of:
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0
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(iv)
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Shared power to dispose or direct the
disposition of:
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1,768,855*
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*See Attachment A.
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
five percent of the class of securities check the following
o
Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person:
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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.
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Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on By the Parent
Holding Company
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N/A
Item 8.
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Identification and Classification of Members of the
Group
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N/A
Item 9.
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Notice of Dissolution of
Group
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N/A
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.
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By:
Trellus
Management Company, LLC
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|
|
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/s/
Anthony G. Miller
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Name:
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Anthony
G. Miller
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Title:
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Chief
Financial Officer
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/s/
Adam Usdan
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Name:
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Adam
Usdan
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Title:
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President
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ATTACHMENT A
As of December 31, 2008, Trellus Management Company, LLC (“Trellus”) was
the beneficial owner of 1,768,855 shares of Common Stock (“Common Stock”) of On
Track Innovations Ltd for a total beneficial ownership of 8.41% 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 1,768,855 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 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
17
th
day of February,
2009.
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By:
Trellus
Management Company, LLC
|
|
|
|
|
|
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/s/
Anthony G. Miller
|
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Name:
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Anthony
G. Miller
|
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Title:
|
Chief
Financial Officer
|
|
|
|
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/s/
Adam Usdan
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Name:
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Adam
Usdan
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Title:
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President
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Page 7 of 7
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