Amended Statement of Beneficial Ownership (sc 13d/a)
January 25 2017 - 3:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 240.13d-2(a) AND AMENDMENTS THERETO FILED
PURSUANT TO 240.13d-2(a)
(Amendment No. 3)*
RADA ELECTRONIC INDUSTRIES LTD.
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(Name of Issuer)
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Ordinary Shares, NIS 0.
03
par value
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(Title of Class of Securities)
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Jonathan M. Nathan, Adv.
Meitar Liquornik Geva Leshem Tal, Law Offices
16 Abba Hillel Silver Rd.
Ramat-Gan 5250608, Israel
+972-3-610-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*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, as amended (the “
Exchange Act
”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however,
see
the Notes).
(Continued on following pages)
(Page 1 of 9 Pages)
CUSIP No.
M81863124
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13D/A
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS:
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
☐
(b)
☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER:
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|
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8
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SHARED VOTING POWER:
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9
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SOLE DISPOSITIVE POWER:
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10
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SHARED DISPOSITIVE POWER:
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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14
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TYPE OF REPORTING PERSON:
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(1)
Includes an aggregate of
4,700,193
ordinary shares issuable upon exercise of warrants held by the Reporting Person. Excludes up to a maximum of 6,755,319 ordinary shares potentially issuable to the Reporting Person upon conversion of a convertible loan that has been funded by the Reporting Person to the Issuer. See Item 5.
(2) Percentage shown is based on 21,
778,418
Ordinary Shares outstanding as of
January 18, 2017, which reflects: (i) 21,246,541 outstanding Ordinary Shares as of December 6
, 2016, as set forth in the Issuer’s
proxy statement,
dated
December 9
, 2016,
for its 2016 annual and extraordinary general meeting of shareholders, annexed as Exhibit 99.1
to the
Issuer’s Report of Foreign Private Issuer on Form 6-K furnished to
the SEC on
December 9
, 2016
; (ii) an upwards adjustment to account for
a
subsequent issuance of Ordinary Shares upon an exercise of warrants by the Reporting Person in January 2017; and (iii) adjustments due to the reverse share split effected by the Issuer in September 2016 and related rounding of share numbers. See Item 5.
CUSIP No.
M81863124
|
13D/A
|
Page 3 of 9
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
|
|
(a)
☐
(b)
☒
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS:
|
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
|
|
|
☐
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER:
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER:
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER:
|
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|
|
☐
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON:
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(1)
Includes an aggregate of
4,700,193
ordinary shares issuable upon exercise of warrants held by DBSI Investments Ltd. (“
DBSI
”), with respect to which the Reporting Person shares beneficial ownership. Excludes up to a maximum of 6,755,319 ordinary shares potentially issuable to DBSI upon conversion of a convertible loan that has been funded by DBSI to the Issuer. See Item 5.
(2 Percentage shown is based on 21,
778,418
Ordinary Shares outstanding as of
January 18, 2017, which reflects: (i) 21,246,541 outstanding Ordinary Shares as of December 6
, 2016, as set forth in the Issuer’s
proxy statement,
dated
December 9
, 2016,
for its 2016 annual and extraordinary general meeting of shareholders, annexed as Exhibit 99.1
to the
Issuer’s Report of Foreign Private Issuer on Form 6-K furnished to
the SEC on
December 9
, 2016
; (ii) an upwards adjustment to account for
a
subsequent issuance of Ordinary Shares upon an exercise of warrants by DBSI in January 2017; and (iii) adjustments due to the reverse share split effected by the Issuer in September 2016 and related rounding of share numbers. See Item 5.
CUSIP No.
M81863124
|
13D/A
|
Page 4 of 9
|
1
|
NAMES OF REPORTING PERSONS:
|
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
|
|
(a)
☐
(b)
☒
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS:
|
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
|
|
|
☐
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER:
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER:
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER:
|
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|
|
☐
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON:
|
|
|
|
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|
|
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(1)
Includes an aggregate of
4,700,193
ordinary shares issuable upon exercise of warrants held by DBSI, with respect to which the Reporting Person shares beneficial ownership. Excludes up to a maximum of 6,755,319 ordinary shares potentially issuable to DBSI upon conversion of a convertible loan that has been funded by DBSI to the Issuer. See Item 5.
(2) Percentage shown is based on 21,
778,418
Ordinary Shares outstanding as of
January 18, 2017, which reflects: (i) 21,246,541 outstanding Ordinary Shares as of December 6
, 2016, as set forth in the Issuer’s
proxy statement,
dated
December 9
, 2016,
for its 2016 annual and extraordinary general meeting of shareholders, annexed as Exhibit 99.1
to the
Issuer’s Report of Foreign Private Issuer on Form 6-K furnished to
the SEC on
December 9
, 2016
; (ii) an upwards adjustment to account for
a
subsequent issuance of Ordinary Shares upon an exercise of warrants by DBSI in January 2017; and (iii) adjustments due to the reverse share split effected by the Issuer in September 2016 and related rounding of share numbers. See Item 5.
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