CUSIP No. 09970L100
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13G
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Page 2 of 9
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delta Fund I, L.P.
EIN: 98-0220262
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
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5
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SOLE VOTING POWER
2,552,523 shares
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0 shares
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
2,552,523 shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,552,523 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 09970L100
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13G
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Page 3 of 9
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delta Fund I (Israel), L.P.
EIN: 98-0427065
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
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5
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SOLE VOTING POWER
138,412 shares
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0 shares
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
138,412 shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,412 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 09970L100
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13G
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Poalim Delta Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
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5
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SOLE VOTING POWER
154,650 shares
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0 shares
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
154,650 shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,650 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 09970L100
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13G
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Page 5 of 9
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gmulot Delta Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
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5
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SOLE VOTING POWER
309,302 shares
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0 shares
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
309,302 shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,302 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 09970L100
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13G
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Page 6 of 9
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(a)
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Name of Issuer
Borderfree, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
292 Madison Avenue, 5th Floor, New York, New York 10017
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(a)
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Name of Person Filing
(i) Delta Fund I, L.P.
(ii) Delta Fund I (Israel), L.P.
(iii) Poalim Delta Fund, L.P.
(iv) Gmulot Delta Fund, L.P.
All entities listed in clauses (i) through (iv) are referred to herein collectively as the “Reporting Persons”.
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(b)
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Address of the Principal Office or, if none, residence
Delta Ventures Ltd., Kibbutz Glil-Yam P.O.B 163, Herzelia, Israel 46905
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(c)
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Citizenship
Delta Fund I, L.P. – Cayman Islands
Poalim Delta Fund, L.P., Delta Fund I (Israel), L.P., Gmulot Delta Fund, L.P. - ISRAEL
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(d)
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Title of Class of Securities
Common stock, par value $0.01 per share
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(e)
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CUSIP Number
09970L100
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Not applicable.
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CUSIP No. 09970L100
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13G
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Page 7 of 9
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(a)
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Amount beneficially owned: Please see row 9 of the cover pages of the respective Reporting Persons.
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(b)
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Percent of class: Please see row 11 of the cover pages of the respective Reporting Persons. All percentages appearing in the cover pages are based on 31,812,644 outstanding shares of Common Stock of the Issuer as of November 3, 2014 (based on information reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the SEC on November 5, 2014).
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: Please see row 5 of the cover pages of the respective Reporting Persons and the response to Item 4(a) above.
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(ii)
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Shared power to vote or to direct the vote: Please see row 6 of the cover pages of the respective Reporting Persons and the response to Item 4(a) above.
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(iii)
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Sole power to dispose or to direct the disposition of: Please see row 7 of the cover pages of the respective Reporting Persons and the response to Item 4(a) above.
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(iv)
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Shared power to dispose or to direct the disposition of: Please see row 8 of the cover pages of the respective Reporting Persons and the response to Item 4(a) above.
The shares may be deemed to be beneficially owned by (i) Delta Ventures Ltd. (“DVL”), the general partner of each of Poalim Delta Fund, L.P., Delta Fund I (Israel), L.P. and Gmulot Delta Fund, L.P., and (ii) Delta Ventures (Cayman), Ltd. (“DVL Cayman,” and together with DVL, “Delta Ventures”), the general partner of Delta Fund I, L.P. Delta Ventures is managed, directly or indirectly, by the following individuals: Ben Harel, Mark Chais and Ofer Timor (our director), none of whom has sole voting or investment power of such shares and each of whom has shared voting and investment power of such shares.
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CUSIP No. 09970L100
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13G
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Page 8 of 9
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CUSIP No. 09970L100
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13G
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Page 9 of 9
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