0001144204-09-027910.txt : 20120202 0001144204-09-027910.hdr.sgml : 20120202 20090518123859 ACCESSION NUMBER: 0001144204-09-027910 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090518 DATE AS OF CHANGE: 20090518 GROUP MEMBERS: BONSTAR INVESTMENTS LTD. GROUP MEMBERS: ISHAY MOR GROUP MEMBERS: JOSEPH MOR GROUP MEMBERS: KANIR INVESTMENTS LTD. GROUP MEMBERS: MENAHEM RAPHAEL GROUP MEMBERS: RAN FRIDRICH GROUP MEMBERS: S. NECHAMA INVESTMENTS (2008) LTD. GROUP MEMBERS: SHLOMO NECHAMA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ellomay Capital Ltd. CENTRAL INDEX KEY: 0000946394 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56015 FILM NUMBER: 09835955 BUSINESS ADDRESS: STREET 1: ACKERSTEIN TOWERS STREET 2: 11 HAMENOFIM STREET, P.O.BOX 2148 CITY: HERZLIYA STATE: L3 ZIP: 46120 BUSINESS PHONE: 011972-9-971-5613 MAIL ADDRESS: STREET 1: ACKERSTEIN TOWERS STREET 2: 11 HAMENOFIM STREET, P.O.BOX 2148 CITY: HERZLIYA STATE: L3 ZIP: 46120 FORMER COMPANY: FORMER CONFORMED NAME: NUR MACROPRINTERS LTD DATE OF NAME CHANGE: 19980331 FORMER COMPANY: FORMER CONFORMED NAME: NUR ADVANCED TECHNOLOGIES LTD DATE OF NAME CHANGE: 19950607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kanir Joint Investments (2005) Limited Partnership CENTRAL INDEX KEY: 0001343851 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ERDINAST, BEN NATHAN & CO., ADV. STREET 2: 25 NACHMANI STREET CITY: TEL AVIV STATE: L3 ZIP: 65794 BUSINESS PHONE: 972 3 621 2500 MAIL ADDRESS: STREET 1: C/O ERDINAST, BEN NATHAN & CO., ADV. STREET 2: 25 NACHMANI STREET CITY: TEL AVIV STATE: L3 ZIP: 65794 SC 13D/A 1 v150049_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Ellomay Capital Ltd.
(formerly: Nur Macroprinters Ltd.)
(Name of Issuer)

Ordinary Shares
(Title of Class of Securities)

M39927 104
(CUSIP number)

Kanir Joint Investments (2005) Limited Partnership
c/o Adam M. Klein
Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
2 Weizmann Street
Tel Aviv 64239, Israel
Tel: +972-3-608-9839

(Name, address and telephone number of person
authorized to receive notices and communications)

May 7, 2009
(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 which 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. o
 
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.

*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 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).

1

SCHEDULE 13D/A
CUSIP No. M39927 104
 
1.
 
Names of Reporting Persons
 
Kanir Joint Investments (2005) Limited Partnership
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS
 
WC
 
5.
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
 
-
 
8.
 
SHARED VOTING POWER
 
72,949,675*
 
9.
 
SOLE DISPOSITIVE POWER
 
-
 
10.
 
SHARED DISPOSITIVE POWER

36,967,000*
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

37,430,981*
 
12.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.5%*
 
14.
 
 
TYPE OF REPORTING PERSON
 
PN
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Nechama Reporting Persons.
 
2

SCHEDULE 13D/A
CUSIP No. M39927 104
 
1.
 
Names of Reporting Persons
 
Kanir Investments Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS
 
N/A
 
5.
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
 
-
 
8.
 
SHARED VOTING POWER
 
72,949,675*
 
9.
 
SOLE DISPOSITIVE POWER
 
-
 
10.
 
SHARED DISPOSITIVE POWER

36,967,000 *
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

37,430,981*
 
12.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.5%*
 
14.
 
 
TYPE OF REPORTING PERSON
 
CO, HC
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Nechama Reporting Persons.
 
3

SCHEDULE 13D/A
CUSIP No. M39927 104 
 
1.
 
Names of Reporting Persons
 
Menahem Raphael
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS
 
N/A
 
5.
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
 
-
 
8.
 
SHARED VOTING POWER
 
72,949,675*
 
9.
 
SOLE DISPOSITIVE POWER
 
-
 
10.
 
SHARED DISPOSITIVE POWER

36,967,000*
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

37,340,981*
 
12.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.5%*
 
14.
 
 
TYPE OF REPORTING PERSON
 
IN, HC
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Nechama Reporting Persons.
 
4

SCHEDULE 13D/A
CUSIP No. M39927 104
 
1.
 
Names of Reporting Persons
 
Ran Fridrich
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS
 
N/A
 
5.
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
 
-
 
8.
 
SHARED VOTING POWER
 
72,949,675*
 
9.
 
SOLE DISPOSITIVE POWER
 
-
 
10.
 
SHARED DISPOSITIVE POWER

36,967,000*
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

37,430,981*
 
12.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.5%*
 
14.
 
 
TYPE OF REPORTING PERSON
 
IN, HC
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Nechama Reporting Persons.
 
5

SCHEDULE 13D/A
CUSIP No. M39927 104
 
1.
 
Names of Reporting Persons
 
S. Nechama Investments (2008) Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS
 
N/A
 
5.
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
 
-
 
8.
 
SHARED VOTING POWER
 
72,949,675*
 
9.
 
SOLE DISPOSITIVE POWER
 
-
 
10.
 
SHARED DISPOSITIVE POWER

36,967,000*
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,518,694*
 
12.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.0%*
 
14.
 
 
TYPE OF REPORTING PERSON
 
CO
______________________
*Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Nechama Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Kanir Reporting Persons. The Nechama Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Kanir Reporting Persons.
 
6

SCHEDULE 13D/A
CUSIP No. M39927 104
 
1.
 
Names of Reporting Persons
 
Shlomo Nechama
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS
 
PF
 
5.
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
 
6,149,727
 
8.
 
SHARED VOTING POWER
 
72,949,675*
 
9.
 
SOLE DISPOSITIVE POWER
 
6,149,727
 
10.
 
SHARED DISPOSITIVE POWER

36,967,000*
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

41,668,421*
 
12.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
45.1%*
 
14.
 
 
TYPE OF REPORTING PERSON
 
IN, HC
 
______________________
*Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Nechama Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Kanir Reporting Persons. The Nechama Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Kanir Reporting Persons.
 
7

SCHEDULE 13D/A
CUSIP No. M39927 104
 
1.
 
Names of Reporting Persons
 
Bonstar Investments Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS
 
N/A
 
5.
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
 
846,906
 
8.
 
SHARED VOTING POWER
 
0
 
9.
 
SOLE DISPOSITIVE POWER
 
846,906
 
10.
 
SHARED DISPOSITIVE POWER

0
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

846,906
 
12.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x (see Item 5)
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
 
14.
 
 
TYPE OF REPORTING PERSON
 
CO
 
8

SCHEDULE 13D/A
CUSIP No. M39927 104
 
1.
 
Names of Reporting Persons
 
Joseph Mor
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS
 
AF
 
5.
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
 
0
 
8.
 
SHARED VOTING POWER
 
2,596,906
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
2,596,906
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,596,906
 
12.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x (see Item 5)
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
 
14.
 
 
TYPE OF REPORTING PERSON
 
IN, HC
 
9

SCHEDULE 13D/A
 
CUSIP No. M39927 104
 
1.
 
Names of Reporting Persons
 
Ishay Mor
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS
 
AF
 
5.
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7.
 
SOLE VOTING POWER
 
0
 
8.
 
SHARED VOTING POWER
 
2,596,906
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
2,596,906
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,596,906
 
12.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x (see Item 5)
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
 
14.
 
 
TYPE OF REPORTING PERSON
 
IN, HC
 
10

 
This Amendment No. 6 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by Kanir LP and Kanir Ltd. on November 14, 2005 (the “Original Schedule 13D”), as amended on February 21, 2008, on March 11, 2008, on March 31, 2008 (“Amendment No. 3”), on May 6, 2008 and on January 26, 2009.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following:

 The purchase of an aggregate of 1,000,000 Ordinary Shares by a company jointly owned by Messrs. Joseph Mor and Ishay Mor on March 4, 2009 was financed out of such company’s working capital in the aggregate amount of approximately $520,000.

The exercise by the Fortissimo Entities (as defined in the Original Schedule 13D) of the Fortissimo Put-Call Option (as defined below) granted to them under the Fortissimo SPA  (as defined in Amendment No. 3 and filed as an exhibit thereto) and the purchase by Kanir LP and Nechama Investments of the underlying warrants to purchase Ordinary Shares was financed as follows: Kanir financed the purchase by it out of its working capital in the amount of approximately $700,000, and Nechama Investments financed the purchase by it out of its working capital in the amount of approximately $1.4 million.

Item 4.  Purposes of Transaction

Item 4 is hereby amended by adding the following:

The purchases described in this Amendment were made for investment purposes.

Item 5.  Interest in the Securities of the Issuer

Item 5 is amended and restated as follows:

(a), (b) See the responses to Items 7 through 11 and 13 of the cover pages to this Schedule 13D.
 
The ownership percentages set forth in this Amendment are based on 73,786,428 Ordinary Shares outstanding as of March 15, 2009, based on information set forth in the Issuers annual report on Form 20-F filed on March 31, 2009.
 
Kanir LP currently holds 23,073,838 Ordinary Shares and warrants to purchase 14,357,143 Ordinary Shares, which together constitute approximately 42.5% of the outstanding Ordinary Shares (assuming the exercise of all warrants held by Kanir LP).  Kanir Ltd. in its capacity as the general partner of Kanir LP has the voting and dispositive power over the Ordinary Shares directly beneficially owned by Kanir LP.  As a result, Kanir Ltd. may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP.  Messrs. Raphael and Fridrich are the sole general partners and directors of Kanir Ltd.  As a result, they may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP.  Messrs. Raphael and Fridrich disclaim beneficial ownership of such Ordinary Shares.
 
Nechama Investments currently holds 22,661,551 Ordinary Shares and warrants to purchase 12,857,143 Ordinary Shares, which together constitute approximately 41.0% of the outstanding Ordinary Shares (assuming the exercise of all warrants held by Nechama Investments), and Mr. Nechama currently holds 412,961 Ordinary Shares and warrants to purchase 5,736,766 Ordinary Shares, which constitute approximately 7.7% of the outstanding Ordinary Shares (assuming the exercise of all warrants held by Mr. Nechama).  Mr. Nechama, as the sole officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any Ordinary Shares beneficially owned by Nechama Investments, which constitute (together with his warrants) 45.1% of the outstanding Ordinary Shares in the aggregate (assuming the exercise of all warrants held by the Nechama Reporting Persons).

11

 
By virtue of the 2008 Shareholders Agreement, the Kanir Reporting Persons and the Nechama Reporting Persons may be deemed to be members of a group that holds shared voting power with respect to 45,735,389 Ordinary Shares and warrants to purchase 27,214,286 Ordinary Shares, which together constitute approximately 72.2% of the outstanding Ordinary Shares (assuming the exercise of all such warrants), and holds shared dispositive power with respect to 36,967,000 Ordinary Shares (the so-called “Restricted Shares” under the 2008 Shareholders Agreement), which constitute 50.1% of the outstanding Ordinary Shares.  Accordingly, Mr. Nechama may be deemed to beneficially own approximately 74.1% of the Outstanding Shares.  Each of the Kanir Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Nechama Reporting Persons, and each of the Nechama Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Kanir Reporting Persons.
 
Kanir LP elected not to exercise warrants to purchase 114,464 Ordinary Shares and Mr. Nechama elected not to exercise warrants to purchase 114,465 Ordinary Shares, which expired as of March 31, 2009.

Messrs. Joseph Mor and Ishay Mor currently beneficially own 1,750,000 Ordinary Shares held by a company jointly owned by them and warrants to purchase 846,906 Ordinary Shares held by Bonstar, which together constitute approximately 3.5% of the outstanding Ordinary Shares (assuming the exercise of such warrants). Bonstar is also a limited partner of Kanir LP and assisted Kanir LP in the financing of the purchase of some of its Ordinary Shares.  Accordingly, Bonstar may be deemed to be a member of a group with Kanir LP, although there are no agreements between them with respect to the Ordinary Shares beneficially owned by each of them.  The Bonstar Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by any of other Reporting Persons, and such Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Bonstar Reporting Persons.

(c)   Except as described in this Amendment, no transactions in the Ordinary Shares were effected by the reporting Person during the 60 days prior to the date of this Amendment.

(d)   Not applicable.

(e)   Not applicable.
 
12

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

As described in Amendment No. 3, Kanir LP and Nechama Investments (the “Purchasers”) and the Fortissimo Entities entered into the Fortissimo SPA on March 27, 2008. Among the transactions set forth in the Fortissimo SPA, the Purchasers granted the Fortissimo Entities a put option exercisable at $0.50 per warrant, and the Fortissimo Entities granted the Purchasers a call option (the “Fortissimo Put-Call Option”) exercisable at $0.80 per warrant, with respect to warrants to purchase 4,184,957 Ordinary Shares of the Fortissimo Entities, in each case, subject to equitable adjustments in the event of customary capitalization events or dividend distributions. On March 19, 2009, the Fortissimo Entities notified Kanir LP and Nechama Investments of its intention to exercise the Fortissimo Put-Call Option, which is allocated one-third to Kanir LP and two-thirds to Nechama Investments, and the closing of the Fortissimo Put-Call Option took place on May 7, 2009.

13


SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: May 18, 2009                                                                

 
KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

By: KANIR INVESTMENTS LTD., its General Partner

By: /s/ Menahem Raphael                                        
Name: Menahem Raphael
Title: Director

By: /s/ Ran Fridrich                                                    
Name: Ran Fridrich
Title: Director

KANIR INVESTMENTS LTD.

By: /s/ Menahem Raphael                                        
Name: Menahem Raphael
Title: Director

By: /s/ Ran Fridrich                                                    
Name: Ran Fridrich
Title: Director

/s/ Menahem Raphael                                               
Menahem Raphael

 
/s/ Ran Fridrich                                                           
Ran Fridrich

S. NECHAMA INVESTMENTS (2008) LTD.

By: /s/ Shlomo Nechama                                           
Name: Shlomo Nechama
Title: Director


/s/ Shlomo Nechama                                                  
Shlomo Nechama

14

BONSTAR INVESTMENTS LTD.

By: /s/ Joseph Mor                                                    
Name: Joseph Mor
Title: Director

/s/ Joseph Mor                                                           
Joseph Mor

/s/ Ishay Mor                                                              
Ishay Mor
 
 
15