UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 3)

Under the Securities Exchange Act of 1934

SUPERCOM LTD
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
	M87095101
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý Rule 13d-1(b)

ý Rule 13d-1(c)

☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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	NAMES OF REPORTING PERSONS
	LAZARUS ISRAEL OPPORTUNITIES FUND LLLP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			710,533

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			710,533

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	710,533

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	LAZARUS MANAGEMENT COMPANY LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			1,158,533

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			1,158,533

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,158,533

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

1	NAMES OF REPORTING PERSONS
	JUSTIN B. BORUS

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			1,158,533

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			1,158,533

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,158,533

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN/HC

Item 1.

(a) Name of Issuer:

SUPERCOM LTD

(b) Address of Issuer’s Principal Executive Office:

1 Shenkar Street

Hertzliya Pituach, Israel

Item 2.

(a) Name of Person Filing:

Lazarus Israel Opportunities Fund LLLP (“Lazarus Israel”)

Lazarus Management Company LLC (“Lazarus Management”)

Justin B. Borus

(b) Address of Principal Business Office or, if none, Residence:

The business address of each of Lazarus Israel, Lazarus Management and Justin B. Borus is 3200 Cherry Creek South Drive, Suite 670, Denver, Colorado 80209.

Reference is made to Item 4 of pages 2–4 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

(d) Title of Class of Securities:

Ordinary Shares, Par Value NIS 0.0588235

(e) CUSIP Number:

M87095101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

☐

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

☐

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

☐

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐

(i)

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);

☐

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Reference is hereby made to Items 5-9 and 11 of pages 2 - 4 of this Schedule, which Items are incorporated by reference herein.

Lazarus Management is the investment adviser and general partner of Lazarus Israel and Lazarus Investment Partners LLLP (“Lazarus Partners”), and consequently may be deemed to have voting control and investment discretion over the securities owned by Lazarus Israel and Lazarus Partners. Justin B. Borus is the managing member of Lazarus Management. As a result, Mr. Borus may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Lazarus Management. Lazarus Partners' holdings in the Issuer consist of 358,000 ordinary shares and warrants to purchase 90,000 ordinary shares and as a result it is not a reporting person. Its shares are included in Lazarus Management’s and Mr. Borus’ holdings for the reasons set forth above. The foregoing should not be construed in and of itself as an admission by Lazarus Management or Mr. Borus as to beneficial ownership of the shares owned by Lazarus Israel or Lazarus Partners. Each of Lazarus Management and Mr. Borus disclaims beneficial ownership of the securities set forth in this Schedule 13G except to the extent of its or his pecuniary interests therein.

The calculation of percentage of beneficial ownership in Item 11 of page 2-4 was calculated using information from the Issuer’s Form 6-K/A filed with the Securities and Exchange Commission on October 3, 2014, in which the Issuer stated that the number of shares of its ordinary stock outstanding as of June 30, 2014 was 13,699,055 shares.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

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

Dated: February 2, 2015

LAZARUS ISRAEL OPPORTUNITIES FUND LLLP

By: Lazarus Management Company LLC

its general partner

By: /s/ Justin B. Borus

Name: Justin B. Borus

Title: Managing Member

LAZARUS MANAGEMENT COMPANY LLC

By: /s/ Justin B. Borus

Name: Justin B. Borus

Title: Managing Member

/s/ Justin B. Borus

Justin B. Borus

EXHIBIT INDEX

Exhibit A – Joint Filing Undertaking

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated: February 2, 2015

LAZARUS ISRAEL OPPORTUNITIES FUND LLLP

By: Lazarus Management Company LLC

its general partner

By: /s/ Justin B. Borus

Name: Justin B. Borus

Title: Managing Member

LAZARUS MANAGEMENT COMPANY LLC

By: /s/ Justin B. Borus

Name: Justin B. Borus

Title: Managing Member

/s/ Justin B. Borus

Justin B. Borus