Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
February 14 2024 - 8:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 1)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
SHL
TELEMEDICINE LTD.
(Name
of Issuer)
American
Depositary Shares, each representing one ordinary share, par value NIS 0.01 per share
(Title
of Class of Securities)
78423T200
(CUSIP
Number)
Ilana
Freundlich
94
Yigal Alon Street, Tel Aviv 6789155, Israel
+972-3-5611152
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February
8, 2024
(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), (f) or (g), check the following box: ☐
Note:
Schedules filed in paper format should 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).
| CUSIP
No. 78423T200 |
|
|
Page
2 of 7 |
| 1 |
NAME
OR REPORTING PERSON
Danbar
Finance Ltd.(1) |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☒
(b)
☐ |
| 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)
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
State
of Israel |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
791,405 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
791,405 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
791,405 |
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%(2) |
|
| 14 |
TYPE
OF REPORTING PERSON
CO |
|
| (1) |
Matan
Wulkan and Nir Rotenberg are the shareholders of Danbar Finance Ltd. (“Danbar”). Mr. Wulkan and Mr. Rotenberg are the
sole directors of Danbar. Mr. Rotenberg was elected as a director of SHL Telemedicine Ltd. (the “Issuer”) upon approval
of the Issuer’s shareholders at the Issuer’s annual general meeting of shareholders on February 8, 2024. Danbar, Mr.
Wulkan and Mr. Rotenberg are collectively referred to as the “Reporting Persons”. |
| (2) |
Based
on 16,392,754 Ordinary Shares outstanding as of December 26, 2023 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with
the Securities and Exchange Commission (“SEC”) on December 28, 2023). |
| CUSIP
No. 78423T200 |
|
|
Page
3 of 7 |
| 1 |
NAME
OR REPORTING PERSON
Matan
Wulkan(1) |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☒
(b)
☐ |
| 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)
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
State
of Israel |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
122,727(2) |
| 8 |
SHARED
VOTING POWER
791,405 |
| 9 |
SOLE
DISPOSITIVE POWER
122,727(2) |
| 10 |
SHARED
DISPOSITIVE POWER
791,405 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
914,132 |
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%(3) |
|
| 14 |
TYPE
OF REPORTING PERSON
IN |
|
| (1) |
Matan
Wulkan is a director and a shareholder of Danbar. |
| (2) |
The
122,727 Ordinary Shares are held of record by Miri Wulkan, Mr. Wulkan’s mother. Mr. Wulkan has sole voting and dispositive
power over such Ordinary Shares. |
| (3) |
Based
on 16,392,754 Ordinary Shares outstanding as of December 26, 2023 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with
the SEC on December 28, 2023). |
| CUSIP
No. 78423T200 |
|
|
Page
4 of 7 |
| 1 |
NAME
OR REPORTING PERSON
Nir
Rotenberg(1) |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☒
(b)
☐ |
| 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)
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
State
of Israel |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
27,000 |
| 8 |
SHARED
VOTING POWER
791,405 |
| 9 |
SOLE
DISPOSITIVE POWER
27,000 |
| 10 |
SHARED
DISPOSITIVE POWER
791,405 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
818,405 |
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%(2) |
|
| 14 |
TYPE
OF REPORTING PERSON
IN |
|
| (1) |
Nir
Rotenberg is a director and a shareholder of Danbar. |
| (2) |
Based
on 16,392,754 Ordinary Shares outstanding as of December 26, 2023 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with
the SEC on December 28, 2023). |
| CUSIP
No. 78423T200 |
|
|
Page
5 of 7 |
This
Amendment No. 1 to Schedule 13D (this “Schedule 13D/A”) amends and supplements the Schedule 13D initially filed with the
Securities and Exchange Commission (the “SEC”) on December 26, 2023 by the Reporting Persons named herein.
Item
1. Security and Issuer.
This
item is not being amended by this Schedule 13D/A.
Item
2. Identity and Background.
This
item is not being amended by this Schedule 13D/A.
Item
3. Source and Amount of Funds or Other Consideration.
This
item is not being amended by this Schedule 13D/A.
Item
4. Purpose of Transaction.
Item
4. “Purpose of Transaction” of the Schedule 13D is hereby amended to add the following;
On
February 8, 2024, Mr. Rotenberg was elected as a Director of the Issuer upon approval of the Issuer’s shareholders at the Issuer’s
annual general meeting of shareholders.
| CUSIP
No. 78423T200 |
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Page
6 of 7 |
Item
5. Interest in Securities of the Issuer.
| |
(a)
(b) |
Number
and percentage of Issuer Ordinary Shares beneficially owned by each Reporting Person: |
| Reporting Person | |
Number of
Ordinary
Shares | | |
Percentage
of Class(1) | |
| Danbar Finance Ltd. | |
| 791,405 | (2) | |
| 4.8 | % |
| Matan Wulkan | |
| 914,132 | (3) | |
| 5.6 | % |
| Nir Rotenberg | |
| 818,405 | (4) | |
| 5.0 | % |
| (1) |
Based
on 16,392,754 Ordinary Shares outstanding as of December 26, 2023 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with
the SEC on December 28, 2023). |
| (2) |
Danbar
is deemed to beneficially own 791,405 Ordinary Shares held by it directly. |
| (3) |
Mr.
Wulkan is deemed to beneficially own 914,132 Ordinary Shares, consisting of: (i) 122,727 Ordinary Shares held of record by Miri Wulkan,
Mr. Wulkan’s mother. Mr. Wulkan has sole voting and dispositive power over such Ordinary Shares, and (ii) 791,405 Ordinary
Shares held by Danbar, over which Mr. Wulkan shares voting and dispositive power with Mr. Rotenberg. |
| (4) |
Mr.
Rotenberg is deemed to beneficially own 818,405 Ordinary Shares, consisting of: (i) 27,000 Ordinary Shares held directly, and (ii)
791,405 Ordinary Shares held by Danbar, over which Mr. Rotenberg shares voting and dispositive power with Mr. Wulkan. |
See
rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person
has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)
The table below specifies the date, amount and weighted average per share price of Ordinary Shares purchased by the Reporting Persons
in the past sixty days. All transactions reflected in the table below were effected in the open market on the SIX Swiss Exchange:
| Reporting Person |
|
Trade Date |
|
Number of Ordinary Shares |
|
|
Avg. Price Per Ordinary Share(1) |
|
| Danbar Finance Ltd. |
|
February 6, 2024 |
|
|
11,934 |
|
|
CHF 5.55 |
|
| Danbar Finance Ltd. |
|
February 7, 2024 |
|
|
33,066 |
|
|
CHF 5.66 |
|
| Danbar Finance Ltd. |
|
February 8, 2024 |
|
|
19,512 |
|
|
CHF 5.45 |
|
| Matan Wulkan |
|
January 11, 2024 |
|
|
3,667 |
|
|
CHF 6.25 |
|
| Matan Wulkan |
|
January 15, 2024 |
|
|
3,600 |
|
|
CHF 6.46 |
|
| Matan Wulkan |
|
January 17, 2024 |
|
|
1,946 |
|
|
CHF 6.05 |
|
| Matan Wulkan |
|
January 18, 2024 |
|
|
3,454 |
|
|
CHF 6.14 |
|
| Matan Wulkan |
|
January 19, 2024 |
|
|
3,600 |
|
|
CHF 6.01 |
|
| Matan Wulkan |
|
January 22, 2024 |
|
|
3,588 |
|
|
CHF 5.92 |
|
| Matan Wulkan |
|
January 23, 2024 |
|
|
7,212 |
|
|
CHF 5.89 |
|
| Matan Wulkan |
|
January 24, 2024 |
|
|
3,600 |
|
|
CHF 5.57 |
|
| Matan Wulkan |
|
January 26, 2024 |
|
|
1,742 |
|
|
CHF 5.60 |
|
| Matan Wulkan |
|
February 2, 2024 |
|
|
7,258 |
|
|
CHF 5.57 |
|
| Matan Wulkan |
|
February 5, 2024 |
|
|
5,497 |
|
|
CHF 5.45 |
|
| Matan Wulkan |
|
February 6, 2024 |
|
|
1,800 |
|
|
CHF 5.55 |
|
| Matan Wulkan |
|
February 8, 2024 |
|
|
230 |
|
|
CHF 5.20 |
|
| Nir Rotenberg |
|
January 23, 2024 |
|
|
8,100 |
|
|
CHF 5.90 |
|
| (1) |
The
price reported is the weighted average price in Swiss franc (“CHF”) as of the relevant trade date. The Reporting Persons
undertake to provide, upon request by the staff of the SEC, full information regarding the number of Ordinary Shares purchased at
each separate price within the ranges set forth in this footnote. |
| (d) |
No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities covered by this Schedule 13D. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
This
item is not being amended by this Schedule 13D/A.
Item
7. Material to Be Filed as Exhibits.
This
item is not being amended by this Schedule 13D/A.
| CUSIP
No. 78423T200 |
|
|
Page
7 of 7 |
SIGNATURE
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
14, 2024 |
|
|
| |
|
|
| |
DANBAR
FINANCE LTD. |
| |
|
|
| |
By: |
/s/
Matan Wulkan |
| |
Name: |
Matan
Wulkan |
| |
Title: |
Director |
| |
|
|
| |
MATAN
WULKAN |
| |
|
|
| |
/s/
Matan Wulkan |
| |
|
|
| |
NIR
ROTENBERG |
| |
|
|
| |
/s/
Nir Rotenberg |
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