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)

 

(Amendment No. 2)

 

Stratasys Ltd.

(Name of Issuer)

 

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

 

M85548101

(CUSIP Number)

 

nano dimension LTD.

2 Ilan Ramon, Ness Ziona,

7403635, Israel

 

Yael Sandler

2 Ilan Ramon, Ness Ziona,

7403635, Israel

972-73-7509142

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 29, 2023

(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 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	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.

 

 

 

CUSIP No. M85548101

13D

Page 2 of 4

 

1	NAME OF REPORTING PERSON
	Nano Dimension Ltd.
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
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		9,695,115
	8	SHARED VOTING POWER
		0
	9	SOLE DISPOSITIVE POWER
		9,695,115
	10	SHARED DISPOSITIVE POWER
		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,695,115
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.5%
14	TYPE OF REPORTING PERSON
	CO

  

 

CUSIP No. M85548101

13D

Page 3 of 4

 

This Amendment No. 2 to Schedule 13D (this “Schedule 13D/A”) amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2023, as amended on March 10, 2023 (as amended, the “Schedule 13D”) by Nano Dimension Ltd, a corporation incorporated under the laws of Israel (the “Reporting Person”), pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended.

 

Item 1. Security and Issuer.

 

This item is not being amended by this Schedule 13D/A. 

 

Item 2. Identity and Background.

 

This item is not being amended by this Schedule 13D/A. 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

This item is not being amended by this Schedule 13D/A. 

 

Item 4. Purpose of Transaction.

 

“Item 4. Purpose of Transaction” of the Schedule 13D is hereby amended to add the following:

 

On March 29, 2023, the Reporting Person announced (the “Press Release”) that it had submitted a revised offer to the Issuer, proposing to acquire the remaining outstanding Shares that the Reporting Person currently does not own for a revised price per Share of $19.55 to be paid in cash. The revised offer is not contingent on obtaining third-party financing. A copy of the Press Release is attached as Exhibit 99.1 to this Schedule 13D/A.

 

Item 5. Interest in Securities of the Issuer.

 

This item is not being amended by this Schedule 13D/A.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

This item is not being amended by this Schedule 13D/A.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7. Material to be Filed as Exhibits” of the Schedule 13D is hereby amended to add the following:

 

Exhibit 99.4

Press release issued by the Reporting Person dated March 29, 2023, titled “Nano Dimension Increases Offer to Acquire Stratasys to $19.55 Per Share in Cash,” including Indicative Offer (filed as Exhibit 99.1 to Form 6-K (File No. 001-37600) filed on March 29, 2023 and incorporated herein by reference).

 

 

CUSIP No. M85548101

13D

Page 4 of 4

 

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: March 30, 2023

 

	Nano Dimension Ltd.
	By:	/s/ Yael Sandler
		Name:	Yael Sandler
		Title:	Chief Financial Officer