Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:28PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 2)
(Rule
13d-102)
Under
the Securities Exchange Act of 1934
Foresight
Autonomous Holdings Ltd.
(Name
of Issuer)
Ordinary
Shares
(Title
of Class of Securities)
345523104
(CUSIP
Number)
December
31, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
|
*
|
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).
|
CUSIP
No. 345523104
|
13G
|
Page
2 of 8 Pages
|
|
1.
|
Names
of Reporting Persons
Haim
Siboni
|
|
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
Israel
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
3,371,00011
|
|
6.
|
Shared
Voting Power
35,884,1162
|
|
7.
|
Sole
Dispositive Power
3,371,0001
|
|
8.
|
Shared
Dispositive Power
35,884,1162
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
39,255,116
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
12.1%
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
1
|
Consists
of options to purchase 3,371,000 Ordinary Shares exercisable within
60 days of December 31, 2020, owned by Haim Siboni.
|
|
|
2
|
Consists of 35,884,116
Ordinary Shares owned by Magna – B.S.P. Ltd. Haim Siboni is the chief executive officer and a director of Magna –
B.S.P. Ltd.
|
|
CUSIP
No. 345523104
|
13G
|
Page
3 of 8 Pages
|
|
1.
|
Names
of Reporting Persons
Magna
– B.S.P. Ltd.
|
|
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
Israel
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
35,884,1161
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
35,884,1161
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
35,884,1161
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
11.2%
|
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
|
|
1
|
Consists
of 35,884,116 Ordinary Shares owned by Magna – B.S.P. Ltd.
|
|
CUSIP
No. 345523104
|
13G
|
Page
4 of 8 Pages
|
|
Item
1(a).
|
Name of Issuer:
|
|
|
|
|
|
Foresight Autonomous
Holdings Ltd.
|
|
|
|
|
Item 1(b).
|
Address of Issuer’s
Principal Executive Offices:
|
|
|
|
|
|
3 Golda Meir
|
|
|
Ness Ziona 741001 Israel
|
|
|
|
|
Item 2(a).
|
Name of Person Filing:
|
|
|
|
|
|
This Statement is filed
on behalf of Haim Siboni and Magna – B.S.P. Ltd. (the “Reporting Persons”).
|
|
|
|
|
Item 2(b).
|
Address of Principal
Offices or, if None, Residence:
|
|
|
|
|
|
The address of the Reporting
Persons is:
|
|
|
|
|
|
Rotem Industrial Park
D.N. Arava,
|
|
|
Arava, 86800 Israel
|
|
|
|
|
Item 2(c).
|
Citizenship:
|
|
|
|
|
|
Haim
Siboni is a citizen of the State of Israel.
Magna
– B.S.P. Ltd. is incorporated in the State of Israel.
|
|
|
|
|
Item 2(d).
|
Title of Class of
Securities:
|
|
|
|
|
|
Ordinary Shares
|
|
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
|
|
345523104
|
|
|
|
|
Item 3.
|
If the Statement
is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:
|
|
|
|
|
|
Not applicable.
|
|
(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 association 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 (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of
institution:_________________________
|
CUSIP
No. 345523104
|
13G
|
Page
5 of 8 Pages
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
39,255,1161 shares
|
|
|
|
|
(b)
|
Percent of class:
|
|
|
|
|
|
12.1%
|
|
|
|
|
(c)
|
Number of shares as to which such persons have:
|
|
|
|
|
(i)
|
Sole
power to vote or direct the vote:
Haim
Siboni has sole power to vote or to direct the vote of the Ordinary Shares underlying options to purchase 3,371,000 Ordinary
Shares exercisable within 60 days of December 31, 2020.
|
|
|
|
|
(ii)
|
Shared power to vote or direct the vote: 35,884,116
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
Haim
Siboni has sole power to dispose or to direct the disposition of options to purchase 3,371,000 Ordinary Shares exercisable
within 60 days of December 31, 2020.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of: 35,884,116
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
|
|
If this statement is being filed to report the
fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following ☐.
|
|
|
|
|
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 or Control Person.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Not applicable.
|
|
|
1
|
Consists
of 35,884,116 Ordinary Shares owned by Magna – B.S.P. Ltd.,
and options to purchase 3,371,000 Ordinary Shares exercisable within 60 days of December 31, 2020, owned by Haim Siboni.
|
|
CUSIP
No. 345523104
|
13G
|
Page
6 of 8 Pages
|
SIGNATURES
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.
|
|
|
February
16, 2021
(Date)
|
|
|
|
|
|
|
|
/s/
Haim Siboni
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
Magna – B.S.P. Ltd.
|
|
|
|
|
|
|
By:
|
/s/
Haim Siboni
|
|
|
Name:
|
Haim Siboni
|
|
|
Title:
|
Chief Executive Officer
|
Attention. Intentional
misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
|
CUSIP
No. 345523104
|
13G
|
Page
7 of 8 Pages
|
EXHIBIT
INDEX
|
CUSIP
No. 345523104
|
13G
|
Page
8 of 8 Pages
|
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Schedule 13G with respect to the Ordinary Shares of no par value, of Foresight Autonomous Holdings
Ltd., dated as of February 13, 2020, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended.
|
|
|
February
16, 2021
(Date)
|
|
|
|
|
|
|
|
Magna – B.S.P. Ltd.
|
|
|
|
|
|
|
By:
|
/s/
Haim Siboni
|
|
|
Name:
|
Haim Siboni
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
|
|
/s/
Haim Siboni
|
|
|
|
(Signature)
|
Foresight Autonomous (NASDAQ:FRSX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Foresight Autonomous (NASDAQ:FRSX)
Historical Stock Chart
From Apr 2023 to Apr 2024
