Jacada, Ltd.
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(Name of Issuer)
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Ordinary Shares, par value NIS 0.04 per share
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(Title of Class of Securities)
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M6184R101
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(CUSIP Number)
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December 31, 2016
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(Date of Event Which Requires Filing of this Statement)
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)**
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CUSIP No. M6184R101
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Yossie Hollander
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)☐
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(b)☐
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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
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Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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315,320 (1) (2)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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315,320 (1) (2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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315,320 (1) (2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.9% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Includes 15,000 ordinary shares issuable upon exercise of options held by the reporting person that were exercisable as of, or exercisable within 60 days of, December 31, 2016.
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(2)
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Excludes (a) 125,015 ordinary shares owned individually by a limited liability company, as to which the reporting person is an income beneficiary of a trust holding a 99% membership interest therein, and (b) an aggregate of 387,400 ordinary shares owned indirectly by various trusts, as equity holders of certain foreign entities, as to which the reporting person and/or his children, as beneficiaries of such trusts, may be deemed to have interests. Also excludes (i) 50,668 ordinary shares owned by the reporting person’s spouse, (ii) 120,000 ordinary shares owned by the reporting person’s mother and (iii) 50,000 ordinary shares owned by the reporting person’s daughter, as to which the reporting person lacks voting and dispositive power and as to which the reporting person therefore disclaims beneficial ownership.
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(3)
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This percentage is calculated based on 4,530,369 ordinary shares issued and outstanding (excluding treasury shares) as of March 31, 2017, based on information provided by the issuer to the reporting person upon his inquiry.
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(i)
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a reduction in the overall number of Ordinary Shares held by the Reporting Person by a factor of four, due to the one-for-four reverse share split effected by the Issuer with respect to its Ordinary Shares;
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(ii)
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an increase in the number of Ordinary Shares issuable upon the exercise of options held by the Reporting Person due to the vesting of subsequent option grants by the Issuer to the Reporting Person; and
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(iii)
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a decrease in the number of Ordinary Shares held by the Reporting Person due to his transfer of Ordinary Shares to his daughter during the year ended December 31, 2016 (the Reporting Person’s spouse transferred additional Ordinary Shares to that daughter in 2016).
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Item 1(a).
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Name of Issuer:
Jacada, Ltd. |
Item 1(b).
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Address of Issuer’s Principal Executive Offices:
8 Hasadnaot Street Herzliya 46728, Israel |
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Item 2(a).
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Name of Person Filing:
Yossie Hollander
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
c/o Jacada Ltd.
8 Hasadnaot Street
Herzliya 46728, Israel |
Item 2(c).
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Citizenship:
United States and Israel
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Item 2(d).
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Title of Class of Securities:
Ordinary Shares, par value NIS 0.04 per share
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Item 2(e).
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CUSIP Number:
M6184R101
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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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;
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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;
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(e)
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☐
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An investment adviser in accordance with Rule 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 Rule 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 Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association 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 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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(a)
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Amount beneficially owned:
315,320
Such amount includes the following Ordinary Shares:
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(x)
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300,320 Ordinary Shares held by the Reporting Person individually, as to which the Reporting Person has sole beneficial ownership; and
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(y)
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15,000 Ordinary Shares issuable upon exercise of options held by the Reporting Person that were exercisable as of, or exercisable within 60 days of, December 31, 2016, as to which the Reporting Person has sole beneficial ownership.
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(i)
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50,668 Ordinary Shares owned by the Reporting Person’s spouse (Dana Hollander), as to which the Reporting Person does not share beneficial ownership;
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(ii)
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120,000 Ordinary Shares owned by the Reporting Person’s mother;
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(iii)
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50,000 Ordinary Shares owned by the Reporting Person’s daughter;
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(iv)
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125,015 Ordinary Shares owned by a limited liability company (Dana Hollander Settlement 1991, LLC, a Nevada limited liability company), as to which the Reporting Person is an income beneficiary of a trust holding a 99% membership interest therein; and
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(v)
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an aggregate of 387,400 Ordinary Shares owned indirectly by various trusts, as equity holders of certain foreign entities, as to which the Reporting Person and/or his children, as beneficiaries of such trusts, may be deemed to have interests. Any such interest would be in an indeterminable number of the Ordinary Shares owned indirectly by such trusts.
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(b)
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Percent of class:
6.9% (based on 4,530,369 Ordinary Shares issued and outstanding (excluding treasury shares) as of March 31, 2017, based on information provided by the Issuer to the Reporting Person upon his inquiry.
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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
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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Dated: June 26, 2017
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/s/ Yossie Hollander
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YOSSIE HOLLANDER
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