UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7)¹

Alcobra Ltd.

(Name of Issuer)

Ordinary Shares, par value of NIS 0.01

(Title of Class of Securities)

M2239P 10 9

(CUSIP Number)

Amir Efrati

Brosh Capital Partners, L.P.

(f/k/a Exodus Capital L.P.)

11 Menachem Begin Rd.

Ramat-Gan, Israel 5268104

+972-77-3206050

 

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 5, 2017

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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).

	1		NAME OF REPORTING PERSON
				Brosh Capital Partners, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							3,656,064
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							3,656,064
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,656,064
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				13.3%
	14		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				Exodus Management Israel Ltd.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							3,928,046
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							3,928,046
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,928,046
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				14.3%
	14		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				The Phoenix Holding Ltd.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							626,208
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							626,208
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				626,208
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.3%
	14		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Delek Group Ltd.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							626,208
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							626,208
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				626,208
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.3%
	14		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Itshak Sharon (Tshuva)
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							626,208
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							626,208
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				626,208
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.3%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				Amir Efrati
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							4,554,254
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							4,554,254
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,554,254
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				16.5%
	14		TYPE OF REPORTING PERSON
				IN

  

 

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)

This statement is filed by:

(i)

Brosh Capital Partners, L.P., a Cayman Islands limited partnership (“Brosh”);

(ii)

Exodus Management Israel Ltd., an Israeli corporation, which serves as the general partner of Brosh (“Exodus GP”) and as portfolio manager for a certain managed account (the “Exodus Managed Account”);

(iii)

Phoenix, an Israeli corporation, which is the direct or indirect, majority owner of certain subsidiaries that manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients (the “Subsidiaries”);

(iv)

Delek, an Israeli corporation, which serves as the majority owner of Phoenix;

(v)

Mr. Tshuva, the majority owner of Delek’s outstanding share capital and voting rights; and

(vi)

Amir Efrati, who serves as the portfolio manager of Brosh.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Brosh, Exodus GP and Mr. Efrati is 11 Menachem Begin Rd., Ramat-Gan, Israel. The address of the principal office of Phoenix is Derech Hashalom 53, Givataim, 53454, Israel. The address of the principal office of each of Mr. Tshuva and Delek is 7 Giborei Israel Street, P.O.B. 8464, Netanya, 42504, Israel. The officers and directors of Exodus GP and each of their principal occupations and business addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2. The officers and directors of each of Phoenix and Delek and each of their principal occupations and business addresses are set forth on Schedule A to Amendment No. 4 and are incorporated by reference in this Item 2.

(c)       The principal business of Brosh is investing in securities. The principal business of Exodus GP is serving as the general partner of Brosh and as a portfolio manager for the Exodus Managed Account. The principal business of Phoenix is serving as an Insurance company that provides Non-Life, Health Insurance and Long-Term Savings, as well as the Phoenix Investments and Finance Ltd. - which manages its members' funds, Phoenix Insurance's nostro portfolio, and holds 100% in Excellence Nessuah Investment House. The principal business of Delek is serving as an integrated energy company, and as a leader of the natural gas exploration and production activities. The principal business of Mr. Tshuva is serving as the President of El Ad US Holding, Inc. The principal occupation of Mr. Efrati is serving as the portfolio manager of Brosh.

(d)       No Reporting Person nor any person listed on Schedule A to the Schedule 13D or Schedule A to the Amendment No. 4, each annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person nor any person listed on Schedule A to the Schedule 13D or Schedule A to the Amendment No. 4, each annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Mr. Efrati is a citizen of Israel. The citizenship of the persons listed on Schedule A to the Schedule 13D and Schedule A to the Amendment No. 4, each annexed hereto, is set forth therein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Brosh, and held in the Exodus Managed Account, and by the Subsidiaries were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A to this Amendment No. 7, which is incorporated herein by reference. The aggregate purchase price of the 3,656,064 Shares owned directly by Brosh is approximately $3,876,286, excluding brokerage commissions. The aggregate purchase price of the 271,982 Shares held in the Exodus Managed Account is approximately $292,783, excluding brokerage commissions. The aggregate purchase price of the 626,208 Shares held by the Subsidiaries is approximately $694,716, excluding brokerage commissions.

I

tem 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

Subsequent to the notice delivered to the Issuer and published on April 12, 2017 to convene an independent Extraordinary General Meeting of the shareholders of the Issuer to be held on May 23, 2017 (the "EGM”"), the Reporting Persons hereby notify that, pursuant to a compromise agreement between Brosh, Exodus and the Company (which was given the force of a judgment by the court), the EGM is cancelled and Brosh and Exodus have withdrawn all proxy cards sent to shareholders in connection with the EGM. In accordance with the compromise agreement, the Issuer will convene an annual meeting of the shareholders by July 20, 2017.

Brosh and Exodus intend to exercise their rights under the Israeli Companies Law, 5759-1999, and request that several topics be added to the agenda of the annual general meeting, inter alia, nominating directors to serve on the board of directors of the Issuer, which will replace the current serving members of the board of directors of the Issuer.

Item 5.

Interest in Securities of the Issuer.

 Items 5(a)-(c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 27,562,795 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2017. All ownership information reported in this Item 5 is as of the close of business on May 8, 2017.

A.

Brosh

(a)

Brosh directly beneficially owns 3,656,0641 Shares.

Percentage: Approximately 13.3%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,656,064 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,656,064

 

(c)

The transactions in the Shares by Brosh since the filing of Amendment No. 6 are set forth in Schedule A to this Amendment No. 7 and are incorporated herein by reference.

B.

Exodus GP

(a)

As the general partner of Exodus, Exodus GP may be deemed to beneficially own the (i) 3,656,064 Shares beneficially owned by Brosh and (ii) 271,982 Shares held in the Exodus Managed Account.

Percentage: Approximately 14.3%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,928,0461 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,928,046

 

(c)

Exodus GP has not entered into any transactions in the Shares since the filing of Amendment No. 6.

C.

Phoenix

(a)

Phoenix, as the majority owner of the Subsidiaries, may be deemed to beneficially own the 626,208 Shares held by the Subsidiaries.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 626,208 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 626,208

 

(c)

Phoenix has not entered into any transactions in the Shares since the filing of Amendment No. 6.

¹ Updated ownership position, correcting the position disclosed in Amendment No. 6 to Schedule 13D, which erroneously overstated the ownership by 89,445 Shares.

D.

Delek

(a)

Delek, as the majority owner of Phoenix, may be deemed to beneficially own the 626,208 Shares held by the Subsidiaries.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 626,208 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 626,208

 

(c)

Delek has not entered into any transactions in the Shares since the filing of Amendment No. 6.

E.

Mr. Tshuva

(a)

Mr. Tshuva, as the majority of Delek’s outstanding share capital and voting rights, directly and indirectly, through private companies wholly owned by him, may be deemed to beneficially own the 626,208 Shares held by the Subsidiaries.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 626,208 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 626,208

 

(c)

Mr. Tshuva has not entered into any transactions in the Shares since the filing of Amendment No. 6.

F.

Mr. Efrati

(a)

Mr. Efrati as the portfolio manager of Exodus and because of that certain Power of Attorney Agreement between him and Phoenix granting him the power to vote and dispose of the Shares held in the Subsidiaries, may be deemed to beneficially own the: (i) 3,656,064 Shares owned by Exodus; (ii) 271,982 Shares held in the Exodus Managed Account; and (iii) 626,208 Shares held by the Subsidiaries.

Percentage: Approximately 16.5%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,554,2541 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,554,254

 

(c)

Mr. Efrati has not entered into any transactions in the Shares since the filing of Amendment No. 6. The transactions in the Shares by Brosh since the filing of Amendment No. 6 are set forth in Schedule A to this Amendment No. 7 and are incorporated herein by reference.

Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons or Subsidiaries are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons and Subsidiaries specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person or Subsidiary, except to the extent of their pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On May 5, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Joint Filing Agreement by and among Brosh Capital Partners, L.P., Exodus Management Israel Ltd., The Phoenix Holding Ltd., Delek Group Ltd., Itshak Sharon (Tshuva) and Amir Efrati dated May 5, 2017.

 

 

SIGNATURES

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

Dated: May 8, 2017

  

	BROSH CAPITAL PARTNERS, L.P.
	By:	Exodus Management Israel Ltd.
	Its General Partner
	By:	/s/ Amir Efrati
		Name:	Amir Efrati
		Title:	Authorized Signatory

 

	EXODUS MANAGEMENT ISRAEL LTD.
	By:	/s/ Amir Efrati
		Name:	Amir Efrati
		Title:	Authorized Signatory

 

	THE PHOENIX HOLDING LTD.
	By:	/s/ Amir Efrati
		Name:	Amir Efrati
		Title:	Authorized Signatory

 

	DELEK GROUP LTD.
	By:	/s/ Amir Efrati
		Name:	Amir Efrati
		Title:	Authorized Signatory

 

 

	/s/ Amir Efrati
	Amir Efrati Individually, and as attorney-in-fact for Itshak Sharon (Tshuva)

 

 

  

SCHEDULE A

Transaction in the Shares Since the Filing of Amendment No. 6 to the Schedule 13D

Nature of Transaction

Date of Purchase/Sale

Securities Purchased

Price Per Share [$]

 BROSH CAPITAL PARTNERS, L.P.

Purchase of Ordinary Shares

04/17/2017

24,100

1.0599

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Ordinary Shares, par value of NIS 0.01, of Alcobra Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: May 5, 2017

 

 

	BROSH CAPITAL PARTNERS, L.P.
	By:	Exodus Management Israel Ltd.
	Its General Partner
	By:	/s/ Amir Efrati
		Name:	Amir Efrati
		Title:	Authorized Signatory

 

	EXODUS MANAGEMENT ISRAEL LTD.
	By:	/s/ Amir Efrati
		Name:	Amir Efrati
		Title:	Authorized Signatory

 

	THE PHOENIX HOLDING LTD.
	By:	/s/ Amir Efrati
		Name:	Amir Efrati
		Title:	Authorized Signatory

 

	DELEK GROUP LTD.
	By:	/s/ Amir Efrati
		Name:	Amir Efrati
		Title:	Authorized Signatory

 

 

	/s/ Amir Efrati
	Amir Efrati Individually, and as attorney-in-fact for Itshak Sharon (Tshuva)