Filing Details

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(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)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Ormat Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

686688102

(CUSIP Number)

Nobuomi Iokamori

Hamamatsucho Building, 1-1-1 Shibaura, Minato-ku

Tokyo 105-0023, Japan

Telephone: +81-3-5730-0183

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 23, 2020

(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.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons 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. 686688102		13D		Page 1 of 2 Pages

 

1		Names of Reporting Persons   ORIX Corporation
2		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ☐
6		Citizenship or Place of Organization   Japan
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power   10,988,577
				8		Shared Voting Power   0
				9		Sole Dispositive Power   10,988,577
				10		Shared Dispositive Power   0
11		Aggregate Amount Beneficially Owned by Each Reporting Person   10,988,577
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13		Percent of Class Represented by Amount in Row (11)   19.7%
14		Type of Reporting Person   CO

CUSIP No. 686688102		13D		Page 2 of 2 Pages

 

Item 1.

Security and Issuer.

This Amendment No. 2 to the statement on Schedule 13D (the Amendment) relates to the Common Stock, $0.001 par value per share (the Common Stock) of Ormat Technologies, Inc. (the Issuer), whose principal executive offices are located at 6225 Neil Road, Reno, Nevada, 89511-1136.

This Amendment is being filed solely for the purpose of amending the Reporting Persons percentage ownership of the Issuers Common Stock following completion of an offering by the Issuer of 4,150,000 shares of Common Stock which closed on November 23, 2020 (the Offering) and the exercise of an over-allotment option of 622,500 shares of Common Stock (the Over-allotment Option) by the underwriter of the Offering on November 25, 2020. The number of shares of Common Stock beneficially held by the Reporting Person has not changed from that reported previously and the Reporting Person did not acquire or dispose of any shares of Common Stock in the context of the Offering.

This Amendment amends and supplements the Schedule 13D originally filed by the Reporting Person (as defined below) on July 26, 2017, as amended by Amendment No. 1 filed by the Reporting Person on April 14, 2020. Unless otherwise defined herein, capitalized terms shall have the meaning given to them in the Original Schedule 13D.

 

Item 2.

Identity and Background.

The Amendment is being filed by ORIX Corporation (the Reporting Person), a Japanese corporation. The business address of the Reporting Person is World Trade Center Building, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo 105-6135, Japan. The Reporting Person is principally engaged in the business of providing diversified global financial services.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Person (collectively, the Related Persons) are set forth on Annex A hereto.

During the last five years, neither the Reporting Person nor the Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a 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.

 

Item 5.

Interest in Securities of the Issuer.

(a) (b)

The Reporting Person has sole voting and dispositive power over 10,988,577 shares of Common Stock, representing 19.7% of the outstanding shares of Common Stock based on 55,218,590 shares of Common Stock issued and outstanding, as reported in the Issuers Form 424(b)(2) prospectus filed on November 16, 2020, and the 622,500 shares of Common Stock issued pursuant to the Over-allotment Option. The Reporting Person is a publicly traded company with common stock listed on the Tokyo Stock Exchange and American depositary shares listed on the New York Stock Exchange. The directors of the Reporting Person are listed on Annex A hereto.

 

(c)	Not applicable.

 

(d)

None.

 

(e)	Not applicable.

SIGNATURES

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.

 

Date: November 27, 2020
				ORIX Corporation
				By:		/s/ Hidetake Takahashi
				Name:		Hidetake Takahashi
				Title:		Executive Officer

SCHEDULE A

The name, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Person are set forth below. The business address of each individual is c/o ORIX Corporation, World Trade Center Building, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo 105-6135, Japan.

Directors

 

Name		Present Principal Occupation or Employment		Citizenship
Makoto Inoue		Director, Representative Executive Officer, President and Chief Executive Officer, Responsible for Group Strategy Business Unit of ORIX Corporation			Japan
Shuji Irie		Director, Senior Managing Executive Officer, Head of Investment and Operation Headquarters of ORIX Corporation			Japan
Shoji Taniguchi		Director, Senior Managing Executive Officer, Responsible for Treasury and Accounting Headquarters, Enterprise Risk Management Headquarters, Corporate Planning Department, Corporate Communications Department, Assistant to CEO of ORIX Corporation			Japan
Satoru Matsuzaki		Director, Senior Managing Executive Officer, Head of Corporate Business Headquarters of ORIX Corporation, Chairman, ORIX Auto Corporation, Chairman, ORIX Rentec Corporation			Japan
Yoshiteru Suzuki		Director, Senior Managing Executive Officer of ORIX Corporation, President and Chief Executive Officer, ORIX Corporation USA			Japan
Stan Koyanagi		Director, Managing Executive Officer, Global General Counsel of ORIX Corporation			USA
Ryuji Yasuda		Outside Director and Independent Director of ORIX Corporation			Japan
		Outside Director, Yakult Honsha Co., Ltd.
		Outside Director, Benesse Holdings, Inc.
		Adjunct Professor, Graduate School of Business Administration, Hitotsubashi University Department of International Corporate Strategy
		Outside Director, Kansai Mirai Financial Group, Inc.
		President, Tokyo Womans Christian University
Heizo Takenaka		Outside Director and Independent Director of ORIX Corporation			Japan
		Professor, Faculty of Global and Regional Studies at Toyo University
		Chairman and Director, PASONA Group Inc.
		Director, Academyhills
		Director, Center for Global Innovation Studies at Toyo University
		Outside Director, SBI Holdings, Inc.
Michael Cusumano		Outside Director and Independent Director of ORIX Corporation			USA
		Professor, Faculty of Management, Sloane School of Management at Massachusetts Institute of Technology
		Senior Specially Appointed Professor, Tokyo University of Science
		Outside Director, Ferratum Plc
Sakie Akiyama		Outside Director and Independent Director of ORIX Corporation			Japan
		Founder, Saki Corporation
		Outside Director, Sony Corporation
		Outside Director, JAPAN POST HOLDINGS Co., Ltd.
		Outside Director, Mitsubishi Corporation

Name		Present Principal Occupation or Employment		Citizenship
Hiroshi Watanabe		Outside Director and Independent Director of ORIX Corporation			Japan
		President, Institute for International Monetary Affairs
		Outside Director, Mitsubishi Materials Corporation
Aiko Sekine		Outside Director and Independent Director of ORIX Corporation			Japan
		Advisor, Japanese Institute of Certified Public Accountants
		Outside Audit and Supervisory Board Member, Sumitomo Riko Company Limited
		Outside Audit and Supervisory Board Member, IHI Corporation

Executive Officers

 

Name		Present Principal Occupation or Employment		Citizenship
Kiyoshi Fushitani		Senior Managing Executive Officer			Japan
Yasuaki Mikami		Managing Executive Officer			Japan
Harukazu Yamaguchi		Executive Officer			Japan
Hitomaro Yano		Executive Officer			Japan
Toyonori Takahashi		Executive Officer			Japan
Yasuhiro Tsuboi		Executive Officer			Japan
Michio Minato		Executive Officer			Japan
Tetsuya Kotera		Executive Officer			Japan
Eiji Arita		Executive Officer			Japan
Seiichi Miyake		Executive Officer			Japan
Hidetake Takahashi		Executive Officer			Japan
Tomoko Kageura		Executive Officer			Japan
Nobuki Watanabe		Executive Officer			Japan
Toshinari Fukaya		Group Managing Executive			Japan
Hiroko Yamashina		Group Executive			Japan
Yuji Kamiyauchi		Group Executive			Japan
Takaaki Nitanai		Group Executive			Japan
Nobuhisa Hosokawa		Group Executive			Japan