0001144204-14-023033.txt : 20140416 0001144204-14-023033.hdr.sgml : 20140416 20140416160305 ACCESSION NUMBER: 0001144204-14-023033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140416 DATE AS OF CHANGE: 20140416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JACADA LTD CENTRAL INDEX KEY: 0001095747 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58065 FILM NUMBER: 14767571 BUSINESS ADDRESS: STREET 1: 11 GALGALEI HAPLADA ST STREET 2: PO BOX 12175 CITY: HERZLIYA 46722 ISRAE STATE: L3 BUSINESS PHONE: 9729525900 MAIL ADDRESS: STREET 1: JACADA INC 400 PERIMETER CENTER TERRACE STREET 2: SUITE 195 CITY: ATLANTA STATE: GA ZIP: 30346 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 v375008_sc13d-a.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)

 

 

Jacada Ltd.

(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)

 

  M6184R119  
  (CUSIP Number)  

 

 

Lloyd I. Miller, III, 222 Lakeview Avenue, Suite 160-365, West Palm Beach, Florida, 33401 (Tel.) (561) 287-5399

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

  April 14, 2014  
  (Date of Event which Requires Filing of this Statement)  

 

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x].

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

Page 1 of 5 pages

 

________________

¹ 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 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. M6184R119 13D/A1 Page 2 of 5

 

1 NAME OF REPORTING PERSON
Lloyd I. Miller, III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [  ]  
  (b) [  ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF-AF-OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR  2(e) [  ]  
 
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER
928,203
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
928,203
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
928,203
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [  ]  
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON*
OO
 
 

 

SCHEDULE 13D/A1

 

This constitutes Amendment No. 1 to the statement on Schedule 13D (the “Amendment No. 1”) filed on behalf of Lloyd I. Miller, III (“Mr. Miller” or the “Reporting Person”), dated and filed December 31, 2013 (the “Statement”), relating to the Ordinary Shares, (the “Ordinary Shares”), of Jacada Ltd. (the “Company”). The Company’s principal executive offices are located at 11 Shenkar Street, P.O. Box 12175, Herzliya, 46725, Israel. This Amendment No. 1 is being filed to report that, since the filing of the Statement, a material change occurred in the percentage of Ordinary Shares beneficially owned by Mr. Miller. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

  

Item 3.Source and Amount of Funds or Other Consideration

 

Item 3 of Schedule 13D is hereby amended and restated in its entirety as follows:

 

Mr. Miller is the managing member of Milfam LLC (“Milfam LLC”), an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC dated as of December 10, 1996, and Milfam LLC is the advisor to Trust A-4 (“Trust A-4”), and Trust C (“Trust C” and, together with Trust A-4, the “Trusts”). The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Pursuant to a Declaratory Judgment Order, entered on November 20, 1992 in the Court of Common Pleas, Probate Division, Hamilton County, Ohio, Trust A was split into four separate trusts, one of which is Trust A-4. The Trusts were further reformed by Order of the Delaware Chancery Court dated December 29, 2010 pursuant to which Milfam LLC was appointed advisor to the Trusts. All of the Ordinary Shares purchased by Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate purchase price for the Ordinary Shares purchased by Trust A-4 was approximately $1,480,590.00. All of the Ordinary Shares purchased by Trust C were purchased with funds generated and held by Trust C. The aggregate purchase price for the Ordinary Shares purchased by Trust C was approximately $5,372.00.

 

Milfam LLC is the general partner of Milfam II L.P. (“Milfam II”), a Georgia limited partnership established pursuant to a partnership agreement for Milfam II L.P., dated December 11, 1996. All of the Ordinary Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for the Ordinary Shares purchased by Milfam II was approximately $613,125.00.

 

Mr. Miller is the manager of LIMFAM LLC (f/k/a Milfam NG LLC) (“LIMFAM LLC”), a Delaware limited liability company. All of the Ordinary Shares Mr. Miller is deemed to beneficially own as the manager for LIMFAM LLC were purchased with funds generated and held by LIMFAM LLC. The aggregate purchase price for the Ordinary Shares Mr. Miller is deemed to beneficially own as manager of LIMFAM LLC was approximately $846.00.

 

The aggregate purchase prices set forth in this Item 3 include brokerage commissions and reflect certain cost basis adjustments.

 

 
 
Item 5.Interest in Securities of the Issuer

 

Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) Mr. Miller may be deemed to beneficially own 928,203 Ordinary Shares, which is equal to approximately 22.3% of the outstanding shares, based on 4,160,770 Ordinary Shares outstanding, as reported in the Issuer’s Form 6-K filed on November 27, 2013. As of the date hereof, 546,168 of the Ordinary Shares beneficially owned by Mr. Miller are owned of record by Trust A-4, 985 of such beneficially owned Ordinary Shares are owned of record by Trust C, 380,450 of such beneficially owned Ordinary Shares are owned of record by Milfam II, and 600 of such beneficially owned Ordinary Shares are owned of record by LIMFAM LLC.

  

(b) Mr. Miller may be deemed to have sole voting and dispositive power for all such Ordinary Shares held of record by Trust A-4, Trust C, Milfam II, and LIMFAM LLC.

 

(c) The following table details the transactions effected by Mr. Miller in the past 60 days.

 

  Trust A-4  
Date of Transaction Number of Shares Purchased Price Per Share
March 24, 2014 14,000 $3.70
April 3, 2014 3,100 $4.02
April 7, 2014 4,800 $4.02
April 8, 2014 500 $4.02
April 11, 2014 9,700 $4.04
April 11, 2014 5,000 $4.04
April 14, 2014 5,900 $4.0269
April 15, 2014 5,100 $4.03

  

(d) Persons other than Mr. Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.

 

(e) Not Applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

N/A

 

Item 7.Material to be Filed as Exhibits

 

N/A

 

 
 

 

 

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: April 16, 2014

 

  By: /s/ Lloyd I. Miller, III
    Lloyd I. Miller, III