Filing Details

  

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SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

VASCULAR BIOGENICS LTD.

(Name of Issuer)

 

ORDINARY SHARES, NIS 0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

M 96883109

(CUSIP Number)

 

Thai Lee, 98 San Jacinto Boulevard, Austin, Texas 78701 (732) 868-0800

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

 

September 16, 2016

(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 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).

 

 

SCHEDULE 13D

 

CUSIP No.

M 96883109

Page      2     of     6     Pages

 

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thai Lee Family Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a)  ¨ (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) N/A	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,858,739
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,858,739

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,739 shared voting and shared dispositive power.
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.6%
14	TYPE OF REPORTING PERSON (See Instructions) 00

 

 

SCHEDULE 13D

 

CUSIP No.

M 96883109

Page      3    of     6     Pages

 

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thai Lee
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(c) ¨ (d) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) N/A	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,858,739
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,858,739

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,739 shared voting and shared dispositive power.
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.6%
14	TYPE OF REPORTING PERSON (See Instructions) IN

  

 

Amendment No. 1 to Schedule 13D

 

Reference is hereby made to the Statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by the Reporting Persons with respect to the Ordinary Shares of the Issuer on August 25, 2016 (the “Schedule 13D”). This Amendment No. 1 amends and supplements the Schedule 13D. Only the item in the Schedule 13D amended by this Amendment No. 1 is reported herein. Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the Schedule 13D.

 

Item 4.

Purposes of Transactions

 

Item 4 is hereby amended and restated in its entirety as Follows:

 

On January 31, 2014, Lee, the Trust, Keffi VI and other parties entered into a Loan and Forbearance Agreement pursuant to which Keffi VI and another debtor issued (i) a promissory note to the Trust in connection with a loan made pursuant to such Loan and Forbearance Agreement and (ii) an amended and restated promissory note to Lee which replaced certain promissory notes previously issued to Lee. The Trust and Lee loaned additional amounts to Keffi VI and another debtor in August 2014 pursuant to a demand promissory note.

 

 

The obligations of Keffi VI and the other debtor under the notes issued to the Trust and Lee were secured by, among other things, a pledge of the Ordinary Shares of the Issuer owned by Keffi VI. In connection with such pledge, Keffi VI, Lee, the Trust and JPMorgan Chase Bank N.A. (the “Intermediary”) entered into a Securities Account Control Agreement dated May 4, 2015 which provides that at such time as Lee and the Trust send a Notice of Exclusive Control to the Intermediary, the Intermediary may thereafter honor solely the orders of Lee and the Trust concerning the account in which the pledged Ordinary Shares are held. On January 19, 2016, following a default under the Loans, Lee and the Trust delivered a Notice of Exclusive Control to the Intermediary which gave Lee and the Trust the right to direct the vote and disposition of the Ordinary Shares of the Issuer held in the account.

 

On September 16, 2016, the Trust exercised its rights as a secured creditor and acquired legal title to the Shares.

 

The Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number of or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g) (4) of the Act, as amended or (j) any action similar to those enumerated above; however, the Reporting Persons at any time and from time to time, may acquire additional securities or dispose of any or all of the securities owned by them depending upon an ongoing evaluation of the investment in the securities, prevailing market conditions and other investment opportunities.

   

 

SIGNATURE

 

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.

 

Dated: September 20, 2016

 

		Thai Lee Family Trust
	By:	/s/ Thai Lee
	Name:	Thai Lee
	Title:	Trustee
		/s/ Thai Lee
		Thai Lee