Page 7 of 11 – SEC Filing
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| 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 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, which is incorporated herein by reference. The aggregate purchase price of the 2,284,123 Shares owned directly by Brosh is approximately
$10,430,144, excluding brokerage commissions. The aggregate purchase price of the 146,350 Shares held in the Exodus Managed Account
is approximately $749,034, excluding brokerage commissions. The Shares purchased by Mr. Biram were purchased with personal funds,
in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase
price of the 226,165 Shares owned directly by Mr. Biram is approximately $1,113,699, excluding brokerage commissions. The Shares
purchased by Ms. Deutsch were purchased with personal funds, in open market purchases, except as otherwise noted in Schedule A,
which is incorporated herein by reference. The aggregate purchase price of the 285,520 Shares owned directly by Ms. Deutsch is
approximately $1,385,900, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is amended to add
the following:
On November 2, 2017 in accordance
with the shareholder proposal requirements under the Israeli Companies Law and the disclosure contained under Shareholder Proposals
in the Company’s Notice and Proxy Statement for the 2017 Annual General Meeting of Shareholders to be held on November 30,
2017 (the “Meeting”), the Reporting Persons proposed a list of potential nominees to the Company’s Board
of Directors. The Company and the Reporting Persons are currently in discussions relating to the inclusion of these potential nominees
in the Proxy Statement. It is the Reporting Persons understanding that the Company has until November 9, 2017 to update its agenda
for the Meeting.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – 5(c) are hereby
amended and restated to read as follows
The aggregate percentage
of Shares reported owned by each person named herein is based upon 40,328,742 Shares outstanding as of October 20, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Notice of 2017 Annual General Meeting of Shareholders
filed with the Securities and Exchange Commission on October 26, 2017.
| A. | Brosh |
| (a) | As of the close of business on November 6, 2017, Brosh beneficially owned 2,284,123 Shares. |
Percentage: Approximately 5.7%
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