Filing Details
- Accession Number:
- 0001213900-25-019392
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-02 19:00:00
- Filed By:
- Avraham Brenmiller
- Company:
- Brenmiller Energy Ltd.
- Filing Date:
- 2025-03-03
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Avraham Brenmiller | 651,575 | 0 | 651,575 | 0 | 841,233 | 9.49% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Brenmiller Energy Ltd. (Name of Issuer) |
Ordinary Shares, no par value per share (Title of Class of Securities) |
M2R43K362 (CUSIP Number) |
Avraham Brenmiller c/o Brenmiller Energy Ltd., 13 Amal St. 4th Floor, Park Afek Rosh Haayin, L3, 4809249 972-77-693-5140 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/23/2025 (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.
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. | M2R43K362 |
| 1 |
Name of reporting person
Avraham Brenmiller | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
841,233.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Based on 8,676,619 Ordinary Shares that the Issuer has advised the Reporting Person were issued and outstanding as of March 3, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value per share | |
| (b) | Name of Issuer:
Brenmiller Energy Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
13 Amal St. 4th Floor, Park Afek, Rosh Haayin,
ISRAEL
, 4809249. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Schedule 13D/A") to Schedule 13D amends and supplements the Schedule 13D initially filed by Avraham Brenmiller (the "Reporting Person") with the U.S. Securities and Exchange Commission (the "SEC") on July 7, 2022, as amended by Amendment No. 1 filed with the SEC on February 16, 2023, and as amended by Amendment No. 2 filed with the SEC on July 8, 2024 (as amended, the "Schedule 13D"), and relates to the ordinary shares, no par value per share (the "Ordinary Shares"), of Brenmiller Energy Ltd., an Israeli company (the "Issuer"). Except as otherwise specified in this Schedule 13D/A, all items in the Schedule 13D are unchanged and each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 13D.
The principal executive offices of the Issuer are located at 13 Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249 Israel. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On December 5, 2024, the Issuer's shareholders approved at the Issuer's Special General Meeting of Shareholders the grant to the Reporting Person of an aggregate of 212,843 options to purchase up to 212,843 Ordinary Shares, equal to a value of approximately $61,073 per year, as of October 28, 2024, under the Issuer's 2013 Global Incentive Option Scheme (the "Options" and the "Plan", respectively).
The Options have the following vesting schedule: 30% of the Options vested on December 5, 2024, following the aforementioned shareholder approval, and the remaining Options will vest over a period of three (3) years, as follows: (1) 30% of the Options will vest one year from October 28, 2024, (2) 30% of the Options will vest two years from October 28, 2024, and (3) 10% of the Options will vest three years from October 28, 2024, and will expire after five (5) years from October 28, 2024. The exercise price per Ordinary Share shall be $0.01. All other terms of the Options shall be in accordance with the terms specified in the Plan. Unvested Options shall be accelerated upon: (1) closing of a transaction (as defined in the Plan); and (2) termination of employment or demotion within six (6) months of a transaction (as defined in the Plan). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On December 5, 2024, 63,853 Options vested under the Plan and on February 23, 2025, the Issuer's third-party administrator of the Plan approved their issuance.
Although the Reporting Person has no present intention to do so, he may make purchases of Ordinary Shares or other securities of the Issuer from time to time, in the open market or in private transactions depending on his analysis of the Issuer's business, prospects and financial condition, the market for such securities, other investment and business opportunities available to him, general economic and stock market conditions, proposals from time to time sought by or presented to him and other factors. The Reporting Person intends to closely monitor his investments and may from time to time take advantage of opportunities presented to him. The Reporting Person may in the future also formulate plans or proposals regarding the Issuer, including possible future plans or proposals concerning events or transactions of the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Depending upon the Reporting Person's continuing review of his investments and various other factors, including those mentioned above, the Reporting Person may (subject to any applicable securities laws and lock-up arrangements) decide to sell all or any part of the Ordinary Shares or other securities owned by him from time to time, although he has no current plans to do so. Except as set forth above, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D, other than receipt of additional Ordinary Shares or other securities of the Issuer that may be granted as part of his compensation as Chief Executive Officer of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Person may be deemed to beneficially own 651,575 Ordinary Shares of the Issuer, and 189,658 securities exercisable into ordinary shares within 60 days by the Reporting Person, which constitute 9.49% of the outstanding Ordinary Shares of the Issuer. The percentage is based on 8,676,619 Ordinary Shares that the Issuer has advised the Reporting Person were issued and outstanding as of March 3, 2025. | |
| (b) | The Reporting Person has sole voting and dispositive power of 651,575 Ordinary Shares of the Issuer. | |
| (c) | On December 5, 2024, 63,853 Options granted to the Reporting Person vested under the Plan. | |
| (d) | No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported above in this Item 5 and held directly by the Reporting Person. | |
| (e) | Not applicable. | |
| 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.
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