1
|
NAME OF REPORTING PERSON
Brosh Capital L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
939,471
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
939,471
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,471
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Exodus Capital L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,035,596
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,035,596
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,596
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Brosh Funds Management Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
939,471
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
939,471
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,471
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Exodus Management Israel Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,125,041
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,125,041
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,125,041
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Amir Efrati
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,064,512
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,064,512
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,064,512
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Brosh Capital L.P., a Cayman Islands limited partnership (“Brosh”);
|
|
(ii)
|
Exodus Capital L.P., a Cayman Islands limited partnership (“Exodus”);
|
|
(iii)
|
Brosh Funds Management Ltd., an Israeli corporation, which serves as the general partner of Brosh (“Brosh GP”);
|
|
(iv)
|
Exodus Management Israel Ltd., an Israeli corporation, which serves as the general partner of Exodus (“Exodus GP”) and as portfolio manager for a certain managed account (the “Exodus Managed Account”); and
|
|
(v)
|
Amir Efrati, who serves as the portfolio manager of each of Brosh and Exodus.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Brosh
|
|
(a)
|
As of the close of business on February 1, 2017, Brosh beneficially owned 939,471 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 939,471
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 939,471
|
|
(c)
|
The transactions in the Shares by Brosh during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
B.
|
Exodus
|
|
(a)
|
As of the close of business on February 1, 2017, Exodus beneficially owned 1,035,596 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,035,596
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,035,596
|
|
(c)
|
The transactions in the Shares by Exodus during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
C.
|
Brosh GP
|
|
(a)
|
As the general partner of Brosh, Brosh GP may be deemed the beneficial owner of the 939,471 Shares beneficially owned by Brosh.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 939,471
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 939,471
|
|
(c)
|
Brosh GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Brosh during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
D.
|
Exodus GP
|
|
(a)
|
As the general partner of Exodus, Exodus GP may be deemed the beneficial owner of the (i) 1,035,596 Shares beneficially owned by Exodus and (ii) 89,445 Shares held in the Exodus Managed Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,125,041
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,125,041
|
|
(c)
|
Exodus GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Exodus and through the Exodus Managed Account during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
E.
|
Mr. Efrati
|
|
(a)
|
Mr. Efrati as the portfolio manager of each of Brosh and Exodus, may be deemed the beneficial owner of the (i) 939,471 Shares owned by Brosh ; (ii) 1,035,596 Shares owned by Exodus and (iii) 89,445 Shares held in the Exodus Managed Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,064,512
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,064,512
|
|
(c)
|
Mr. Efrati has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Brosh and Exodus and through the Exodous Managed Account during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Brosh Capital L.P., Exodus Capital L.P., Brosh Funds Management Ltd., Exodus Management Israel Ltd. and Amir Efrati dated February 2, 2017.
|
BROSH CAPITAL L.P.
|
|||
By:
|
Brosh Funds Management Ltd.
|
||
Its General Partner
|
|||
By:
|
/s/ Amir Efrati
|
||
Name:
|
Amir Efrati
|
||
Title:
|
Authorized Signatory
|
EXODUS CAPITAL L.P.
|
|||
By:
|
Exodus Management Israel Ltd.
|
||
Its General Partner
|
|||
By:
|
/s/ Amir Efrati
|
||
Name:
|
Amir Efrati
|
||
Title:
|
Authorized Signatory
|
BROSH FUNDS MANAGEMENT LTD.
|
|||
By:
|
/s/ Amir Efrati
|
||
Name:
|
Amir Efrati
|
||
Title:
|
Authorized Signatory
|
EXODUS MANAGEMENT ISRAEL LTD.
|
|||
By:
|
/s/ Amir Efrati
|
||
Name:
|
Amir Efrati
|
||
Title:
|
Authorized Signatory
|
/s/ Amir Efrati
|
|
Amir Efrati
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
Amir Efrati, Director &
Portfolio Manager
|
Portfolio Manager of
Brosh Capital L.P. and
Exodus Capital L.P.
|
Brosh Capital,
11 Menachem Begin Rd,
Ramat-Gan Israel
5268104
|
Israel
|
Uri Rubin, Director
|
Director of Brosh Capital
L.P. and Exodus Capital L.P.
|
Brosh Capital,
11 Menachem Begin Rd,
Ramat-Gan Israel 5268104
|
Israel
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
Amir Efrati, Director &
Portfolio Manager
|
Portfolio Manager of
Brosh Capital L.P. and
Exodus Capital L.P.
|
Brosh Capital,
11 Menachem Begin Rd,
Ramat-Gan Israel
5268104
|
Israel
|
Uri Rubin, Director
|
Director of Brosh Capital
L.P. and Exodus Capital L.P.
|
Brosh Capital,
11 Menachem Begin Rd,
Ramat-Gan Israel
5268104
|
Israel
|
Nature of Transaction
|
Date of Purchase/Sale
[dd/mm/yyyy]
|
Securities Purchased
|
Price [U.S. cents]
|
Purchase of Ordinary Shares
|
18/01/2017
|
51,500
|
99.02
|
Purchase of Ordinary Shares
|
19/01/2017
|
80,878
|
101.00
|
Purchase of Ordinary Shares
|
19/01/2017
|
275,980
|
101.35
|
Purchase of Ordinary Shares
|
19/01/2017
|
79,581
|
101.00
|
Purchase of Ordinary Shares
|
19/01/2017
|
52,618
|
101.00
|
Purchase of Ordinary Shares
|
19/01/2017
|
30,262
|
101.00
|
Purchase of Ordinary Shares
|
20/01/2017
|
75,819
|
98.45
|
Purchase of Ordinary Shares
|
20/01/2017
|
10,577
|
98.45
|
Purchase of Ordinary Shares
|
20/01/2017
|
6,993
|
98.45
|
Purchase of Ordinary Shares
|
20/01/2017
|
4,022
|
98.45
|
Purchase of Ordinary Shares
|
23/01/2017
|
76,001
|
99.64
|
Purchase of Ordinary Shares
|
23/01/2017
|
15,286
|
99.64
|
Purchase of Ordinary Shares
|
23/01/2017
|
10,107
|
99.64
|
Purchase of Ordinary Shares
|
23/01/2017
|
5,813
|
99.64
|
Purchase of Ordinary Shares
|
24/01/2017
|
67,274
|
99.10
|
Purchase of Ordinary Shares
|
24/01/2017
|
13,531
|
99.10
|
Purchase of Ordinary Shares
|
24/01/2017
|
8,946
|
99.10
|
Purchase of Ordinary Shares
|
24/01/2017
|
5,145
|
99.10
|
Purchase of Ordinary Shares
|
26/01/2017
|
49,013
|
103.00
|
Purchase of Ordinary Shares
|
26/01/2017
|
9,858
|
103.00
|
Purchase of Ordinary Shares
|
26/01/2017
|
6,518
|
103.00
|
Purchase of Ordinary Shares
|
26/01/2017
|
3,749
|
103.00
|
Purchase of Ordinary Shares
|
18/01/2017
|
325,967
|
96.98
|
Purchase of Ordinary Shares
|
19/01/2017
|
256,661
|
101.00
|
Purchase of Ordinary Shares
|
20/01/2017
|
52,589
|
98.45
|
Purchase of Ordinary Shares
|
23/01/2017
|
109,570
|
99.64
|
Purchase of Ordinary Shares
|
24/01/2017
|
96,990
|
99.10
|
Purchase of Ordinary Shares
|
25/01/2017
|
27,619
|
103.00
|
Purchase of Ordinary Shares
|
26/01/2017
|
70,662
|
103.00
|
Purchase of Ordinary Shares
|
27/01/2017
|
22,687
|
101.21
|
Purchase of Ordinary Shares
|
30/01/2017
|
24,836
|
102.32
|
Purchase of Ordinary Shares
|
31/01/2017
|
48,015
|
102.99
|
Purchase of Ordinary Shares
|
25/01/2017
|
8,200
|
101.00
|
Purchase of Ordinary Shares
|
26/01/2017
|
78,845
|
103.00
|
Purchase of Ordinary Shares
|
27/01/2017
|
2,400
|
103.00
|
BROSH CAPITAL L.P.
|
|||
By:
|
Brosh Funds Management Ltd.
|
||
Its General Partner
|
|||
By:
|
/s/ Amir Efrati
|
||
Name:
|
Amir Efrati
|
||
Title:
|
Authorized Signatory
|
EXODUS CAPITAL L.P.
|
|||
By:
|
Exodus Management Israel Ltd.
|
||
Its General Partner
|
|||
By:
|
/s/ Amir Efrati
|
||
Name:
|
Amir Efrati
|
||
Title:
|
Authorized Signatory
|
BROSH FUNDS MANAGEMENT LTD.
|
|||
By:
|
/s/ Amir Efrati
|
||
Name:
|
Amir Efrati
|
||
Title:
|
Authorized Signatory
|
EXODUS MANAGEMENT ISRAEL LTD.
|
|||
By:
|
/s/ Amir Efrati
|
||
Name:
|
Amir Efrati
|
||
Title:
|
Authorized Signatory
|
/s/ Amir Efrati
|
|
Amir Efrati
|