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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bronicki Investments Ltd. 5 BROSH STREET YAVNE, L3 81510 |
Member of 10% owner group. | |||
Bronicki Yehudit C/O BRONICKI INVESTMENTS LTD. 5 BROSH STREET YAVNE, L3 81510 |
Member of 10% owner group. | |||
Bronicki Lucien C/O BRONICKI INVESTMENTS LTD. 5 BROSH STREET YAVNE, L3 81510 |
Member of 10% owner group. |
Bronicki Investments Ltd., By: /s/ Yehudit Bronicki | 07/28/2017 | |
**Signature of Reporting Person | Date | |
/s/ Yehudit Bronicki | 07/28/2017 | |
**Signature of Reporting Person | Date | |
/s/ Lucien Bronicki | 07/28/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On July 26, 2017 (the "Closing"), Bronicki Investments Ltd. sold all of its shares of common stock, par value $0.001 per share ("Shares") of the Issuer to Orix Corporation. Prior to the Closing and pursuant to a Settlement Agreement dated July 17, 2017 between FIMI ENRG, L.P. and FIMI ENRG, Limited Partnership ("FIMI") and Bronicki Investments Ltd., FIMI exercised the call option granted to them under a Share Purchase Agreement dated March 16, 2012 and an Amended and Restated Shareholders Rights Agreement dated November 10, 2014, and purchased from Bronicki Investments Ltd. an aggregate of 203,528 Shares of the Issuer for $27.52 per share, with such price determined in accordance with those agreements and paid on the Closing. |
(2) | These shares are beneficially held directly by Bronicki Investments Ltd. Yehudit Bronicki and Lucien Bronicki are each directors of Bronicki Investments Ltd. and each shares voting and dispositive power over the shares held by Bronicki Investments Ltd. Accordingly, each of Mrs. Bronicki and Mr. Bronicki may be deemed to share beneficial ownership of the shares held by Bronicki Investments Ltd. However, each of Mrs. Bronicki and Mr. Bronicki disclaims beneficial ownership of all such shares except to the extent of its respective pecuniary interest therein. |
Remarks: For clarity purposes, this Form 4 amends and replaces in its entirety the Form 4 filed on July 28, 2017. Bronicki Investments Ltd., Yehudit Bronicki and Lucien Bronicki acted in concert with FIMI in connection with certain Voting and Undertaking Agreements, Voting Neutralization Agreements, and an SHA, each defined and described in a Schedule 13D filed with the Securities and Exchange Commission on February 17, 2015 and filed with the Securities and Exchange Commission on November 8, 2015 (as amended from time to time). Consequently, Bronicki Investments Ltd., Mrs. Bronicki and Mr. Bronicki may be deemed to constitute a "group" with FIMI for purposes of Section 16 of the Securities Exchange Act of 1934. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of Bronicki Investments Ltd., Mrs. Bronicki and Mr. Bronicki disclaims the existence of any such group. |