Statement of Ownership (sc 13g)
February 14 2019 - 5:47PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2
(Amendment
No. )*
My
Size, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
62844N109
(CUSIP
Number)
December
31, 2018
(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. 62844N109
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SCHEDULE 13G
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Page 2 of 7 Pages
|
|
1
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NAME OF REPORTING PERSON
Ronen Luzon
|
|
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
2,055,950 (1)
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,055,950 (1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,055,950 (1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.8% (2)
|
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
(1)
|
Includes: (i) 1,755,950 shares of common stock of the Issuer
held by Mr. Luzon; (ii) 150,000 ordinary shares of the Issuer issuable upon the exercise of options held by Mr. Luzon; and (iii)
150,000 ordinary shares of the Issuer issuable upon the exercise of options held by Billy Pardo, Mr. Luzon’s spouse.
|
|
|
(2)
|
Based on 29,852,389 shares of common stock of the Issuer
issued and outstanding as of December 31, 2018, which amount was provided to the Reporting Person by the Issuer, as adjusted to
reflect exercisable options described in note 1.
|
|
CUSIP
No. 62844N109
|
SCHEDULE
13G
|
Page
3 of 7 Pages
|
|
1
|
NAME OF REPORTING PERSON
Billy Pardo
|
|
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
2,055,950 (1)
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,055,950 (1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,055,950 (1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.8% (2)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
(1)
|
Includes: (i) 1,755,950 shares of common stock of the Issuer
held by Mr. Luzon, Ms. Pardo’s husband; (ii) 150,000 ordinary shares of the Issuer issuable upon the exercise of options
held by Mr. Luzon; and (iii) 150,000 ordinary shares of the Issuer issuable upon the exercise of options held by Ms. Pardo.
|
|
|
(2)
|
Based on 29,852,389 shares of common stock of the Issuer
issued and outstanding as of December 31, 2018, which amount was provided to the Reporting Person by the Issuer, as adjusted to
reflect exercisable options described in note 1.
|
|
CUSIP No. 62844N109
|
SCHEDULE 13G
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Page 4 of 7 Pages
|
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Item 1(a).
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Name of Issuer:
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My
Size, Inc.
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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3
Arava St., POB 1026,
Airport
City, Israel 7010000
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Item
2(a).
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Name
of Person Filing:
|
This
Schedule 13G is being filed by each of Ronen Luzon and Billy Pardo (each, a “
Reporting Person
” and together,
the “
Reporting Persons
”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant
to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1)
of the Securities Exchange Act of 1934, as amended.
|
Item
2(b).
|
Address
or Principal Business Office or, if None, Residence:
|
The
address of the principal business office of each Reporting Person is c/o 3 Arava St., POB 1026, Airport City, Israel 7010000.
Ronen
Luzon and Billy Pardo are citizens of the State of Israel.
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Item
2(d).
|
Title
of Class of Securities:
|
Shares
of common stock, par value $0.001 per share.
62844N109
|
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:
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Not
applicable.
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CUSIP No. 62844N109
|
SCHEDULE 13G
|
Page 5 of 7 Pages
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1:
|
|
(a)
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Amount beneficially owned: See the responses to Item 9 on the attached cover pages.
|
|
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(b)
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Percent
of class: See the responses to Item 11 on the attached cover pages.
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(c)
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Number
of shares as to which such person has:
|
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(i)
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Sole
power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.
|
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(ii)
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Shared
power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages.
|
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(iv)
|
Shared
power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages.
|
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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 has ceased to be the beneficial
owner of more than five 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.
Not
applicable.
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CUSIP
No. 62844N109
|
SCHEDULE
13G
|
Page
6 of 7 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.
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Dated:
February 14, 2019
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By:
|
/s/
Ronen Luzon
|
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Ronen
Luzon
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Dated:
February 14, 2019
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By:
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/s/
Billy Pardo
|
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|
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Billy
Pardo
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CUSIP
No. 62844N109
|
SCHEDULE
13G
|
Page
7 of 7 Pages
|
EXHIBIT
A
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing
on their behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned
of the ordinary shares of My Size, Inc. The undersigned hereby further agree that this Joint Filing Agreement be included as an
exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing
of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning him or it contained
herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other. The
undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
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Dated:
February 14, 2019
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By:
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/s/
Ronen Luzon
|
|
|
|
Ronen
Luzon
|
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Dated:
February 14, 2019
|
By:
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/s/
Billy Pardo
|
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|
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Billy
Pardo
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