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Filing Details

Accession Number:: 0001213900-25-028160
Form Type:: 13G Filing
Publication Date:: 2025-04-01 20:00:00

Filed By:: Yahal Zilka
Company:: Valens Semiconductor Ltd.
Filing Date:: 2025-04-02
SEC Url:: 13G 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	Beneficially Owned Number of Aggregate Shares	Percent of Class
Yahal Zilka	962,906	0.9%
Modi Rosen	905,034	0.9%
Magma Venture Partners General Partner Ltd.	14	0.0%
Magma Venture Capital Management II, LP	14	0.0%
Magma Venture Capital II (Israel), L.P.	0	0%
Magma Venture Capital II L.P.	0	0%
Magma Venture Capital II CEO Fund, L.P	14	0.0%
Valens Co Investment Fund L.P.	0	0.0%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Valens Semiconductor Ltd.

(Name of Issuer)

ORDINARY SHARES, NO PAR VALUE

(Title of Class of Securities)

M9607U115

(CUSIP Number)

12/31/2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

M9607U115

Names of Reporting Persons

Yahal Zilka

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 962,892.00
6	Shared Voting Power 14.00
7	Sole Dispositive Power 962,892.00
8	Shared Dispositive Power 14.00

Aggregate Amount Beneficially Owned by Each Reporting Person

962,906.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M9607U115

Names of Reporting Persons

Modi Rosen

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 905,020.00
6	Shared Voting Power 14.00
7	Sole Dispositive Power 905,020.00
8	Shared Dispositive Power 14.00

Aggregate Amount Beneficially Owned by Each Reporting Person

905,034.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M9607U115

Names of Reporting Persons

Magma Venture Partners General Partner Ltd.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14.00

Aggregate Amount Beneficially Owned by Each Reporting Person

14.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M9607U115

Names of Reporting Persons

Magma Venture Capital Management II, LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14.00

Aggregate Amount Beneficially Owned by Each Reporting Person

14.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M9607U115

Names of Reporting Persons

Magma Venture Capital II (Israel), L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M9607U115

Names of Reporting Persons

Magma Venture Capital II L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M9607U115

Names of Reporting Persons

Magma Venture Capital II CEO Fund, L.P

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 14.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

14.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M9607U115

Names of Reporting Persons

Valens Co Investment Fund L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Valens Semiconductor Ltd.

(b)

Address of issuer's principal executive offices:

8 Hanagar St. POB 7152, Hod Hasharon 4501309, Israel

Item 2.

(a)

Name of person filing:

(a) Magma Venture Capital II (Israel), L.P. ("Magma II (Israel)"); (b) Magma Venture Capital II L.P. ("Magma II"); (c) Magma Venture Capital II CEO Fund, L.P. ("Magma II CEO"); (d) Valens Co Investment Fund L.P. ("Valens Investment Fund") (e) Magma Venture Capital Management II L.P. ("Magma Management II"), the sole general partner of Magma II (Israel), Magma II and Magma II CEO and the co-general partner of Valens Investment Fund; (f) Magma Venture Partners General Partner Ltd. ("Magma General Partner"), the sole general partner of Magma Management II; (g) Yahal Zilka, the beneficial owner of 50% of the shares of Magma General Partner; and (h) Modi Rosen, the beneficial owner of 50% of the shares of Magma General Partner. Magma II (Israel), Magma II, Magma II CEO, Valens Investment Fund, Magma Management II, Magma General Partner, Yahal Zilka and Modi Rosen are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons". This Amendment No. 3 to Schedule 13G is being filed for the sole purpose of correcting the beneficial ownership of ordinary shares, no par value, of the Issuer ("Ordinary Shares") by Yahal Zilka and Modi Rosen as of December 31, 2023 as compared to what was reported in Amendment No. 2 to the Schedule 13G, filed by the Reporting Persons on February 13, 2024. Specifically, this Amendment No. 3 reports that as of December 31, 2023, Yahal Zilka beneficially owned an aggregate of 962,906 Ordinary Shares and Modi Rosen beneficially owned an aggregate of 905,034 Ordinary Shares. No other changes have been made herein to the holdings of any of the Reporting Persons as reported in Amendment No. 2.

(b)

Address or principal business office or, if none, residence:

The address of the principal business office of each of the Reporting Persons: c/o 22 Rothschild Blvd. 25th floor Tel Aviv, 6688218, Israel

(c)

Citizenship:

Yahal Zilka -- Israel and United States of America Modi Rosen -- Israel Magma General Partner -- Israel Magma Management II -- Cayman Islands Magma II (Israel) -- Cayman Islands Magma II -- Cayman Islands Magma II CEO -- Cayman Islands Valens Investment Fund -- Cayman Islands

(d)

Title of class of securities:

ORDINARY SHARES, NO PAR VALUE

(e)

CUSIP No.:

M9607U115

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

As of December 31, 2023: Yahal Zilka: 962,906 Ordinary Shares Modi Rosen: 905,034 Ordinary Shares Magma General Partner -- 14 Ordinary Shares Magma Management II -- 14 Ordinary Shares Magma II (Israel) -- 0 Ordinary Shares Magma II -- 0 Ordinary Shares Magma II CEO -- 14 Ordinary Shares Valens Investment Fund -- 0 Ordinary Shares

(b)

Percent of class:

The percentages appearing in this Amendment No. 3 to Schedule 13G are based on a total of 103,735,618 Ordinary Shares outstanding as of October 16, 2023, as reported by the Issuer in the proxy statement for its annual general meeting of shareholders, attached as Exhibit 99.1 to the Issuer's Report of Foreign Private Issuer on Form 6-K, furnished by the Issuer to the SEC on October 17, 2023. As of December 31, 2023: Yahal Zilka: 0.9% Modi Rosen: 0.9% Magma General Partner -- 0% Magma Management II -- 0% Magma II (Israel) -- 0% Magma II -- 0% Magma II CEO -- 0% Valens Investment Fund -- 0%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See Cover Pages- Row 5.

(ii) Shared power to vote or to direct the vote:

See Cover Pages- Row 6.

(iii) Sole power to dispose or to direct the disposition of:

See Cover Pages- Row 7.

(iv) Shared power to dispose or to direct the disposition of:

See Cover Pages- Row 8.

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

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.

Yahal Zilka

Signature:	/s/ Yahal Zilka
Name/Title:	YAHAL ZILKA
Date:	04/02/2025

Modi Rosen

Signature:	/s/ Modi Rosen
Name/Title:	MODI ROSEN
Date:	04/02/2025

Magma Venture Partners General Partner Ltd.

Signature:	/s/ Yahal Zilka
Name/Title:	Yahal Zilka, Directors of its General Partner
Date:	04/02/2025

Signature:	/s/ Modi Rosen
Name/Title:	Modi Rosen
Date:	04/02/2025

Magma Venture Capital Management II, LP

Signature:	/s/ Yahal Zilka and Modi Rosen
Name/Title:	Yahal Zilka and Modi Rosen/Directors
Date:	04/02/2025

Magma Venture Capital II (Israel), L.P.

Signature:	/s/ Yahal Zilka and Modi Rosen
Name/Title:	Yahal Zilka and Modi Rosen/ Directors of the General Partner of its General Partner
Date:	04/02/2025

Magma Venture Capital II L.P.

Signature:	/s/ Yahal Zilka and Modi Rosen
Name/Title:	Yahal Zilka and Modi Rosen/Directors
Date:	04/02/2025

Magma Venture Capital II CEO Fund, L.P

Signature:	/s/ Yahal Zilka and Modi Rosen
Name/Title:	Yahal Zilka and Modi Rosen/Directors
Date:	04/02/2025

Valens Co Investment Fund L.P.

Signature:	/s/ Yahal Zilka and Modi Rosen
Name/Title:	Yahal Zilka and Modi Rosen/Directors
Date:	04/02/2025

Exhibit Information

Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 to the original Schedule 13G filed by the Reporting Persons on February 8, 2022)