Filing Details

(1)          Includes an aggregate of 4,700,193 ordinary shares issuable upon exercise of warrants held by the Reporting Person. Excludes up to a maximum of 6,755,319 ordinary shares potentially issuable to the Reporting Person upon conversion of a convertible loan that has been funded by the Reporting Person to the Issuer. See Item 5.

(2)          Consists of 180,000 ordinary shares that are subject to an option to purchase that was granted by the Reporting Person to another shareholder of the Issuer. See Items 1, 5 and 6.

(3)          Percentage shown is based on 21,778,418 Ordinary Shares outstanding as of February 23, 2017, which reflects: (i) 21,246,541 outstanding Ordinary Shares as of December 6, 2016, as set forth in the Issuer’s proxy statement, dated December 9, 2016, for its 2016 annual and extraordinary general meeting of shareholders, annexed as Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K furnished to the SEC on December 9, 2016; (ii) an upwards adjustment to account for a subsequent issuance of Ordinary Shares upon an exercise of warrants by the Reporting Person in January 2017; and (iii) adjustments due to the reverse share split effected by the Issuer in September 2016 and related rounding of share numbers. See Item 5.

 

 

This Amendment No. 5 (this “Amendment No. 5”) to the Statement of Beneficial Ownership on Schedule 13D filed on June 2, 2016 (the “Statement”), as amended by Amendment No. 1 thereto filed on August 29, 2016 (“Amendment No. 1”), Amendment No. 2 thereto filed on November 23, 2016 (“Amendment No. 2”), Amendment No. 3 thereto filed on January 25, 2017 (“Amendment No. 3”) and Amendment No. 4 thereto filed on February 6, 2017 (“Amendment No. 4”), relates to the Ordinary Shares, NIS 0.03 par value per share (“Ordinary Shares”) of RADA Electronic Industries Ltd., an Israeli company (the “Issuer” or “RADA”).  Capitalized terms used herein that are not otherwise defined shall have the respective meanings assigned thereto in the Statement and/or in Amendments No. 1, No. 2, No. 3 and No. 4.

This Amendment No. 5 is being filed by the Reporting Persons to report sales by DBSI (as defined in Item 2 below), since the filing of Amendment No. 4, of an aggregate of 882,800 additional Initial Shares that had been acquired by it at the Closing, thereby reducing DBSI’s and the other Reporting Persons’ beneficial ownership of Ordinary Shares by more than one percent.

Except as modified by the information provided in this Item 1, the information set forth in Item 1 of the Statement, as supplemented by the information that appeared in Item 1 of Amendments No. 1, No. 2, No. 3 and No. 4, is incorporated by reference herein in response to the disclosure requirements of Item 1 of Schedule 13D.

 

(d)        Criminal Proceedings: The information set forth in the corresponding paragraph of the Statement (with respect to each of (i) DBSI, its executive officers and directors, and its controlling shareholders, (ii) Mr. Barak Dotan and (iii) Mr. Yossi Ben Shalom) is incorporated by reference herein.

 

(e)        Civil Proceedings: The information set forth in the corresponding paragraph of the Statement (with respect to each of (i) DBSI, its executive officers and directors, and its controlling shareholders, (ii) Mr. Barak Dotan and (iii) Mr. Yossi Ben Shalom) is incorporated by reference herein.

The description in Item 6 of the Statement of the Warrants issued by the Issuer to DBSI at the Closing is incorporated by reference in response to this Item 6. In addition, as reported in Items 1 and 5(c) of Amendment No. 1, in Items 1 and 5(c) of Amendment No. 2, and in Items 1 and 5(c) of Amendment No. 3, since the filing of the Statement— on August 29, 2016, November 9, 2016 and January 18, 2017— DBSI exercised Warrants to purchase 531,915, 2,127,660 and 531,915 First Warrant Shares, respectively.

Sphera Capital Option

On January 25, 2017, DBSI granted to Sphera Capital the Sphera Capital Option, which allows Sphera Capital to purchase up to 180,000 Ordinary Shares currently held by DBSI (constituting, as of the date of this Amendment No. 5, less than 1% of the Issuer’s issued and outstanding Ordinary Shares). The option may be exercised in whole or in part, in one or multiple exercises, by Sphera Capital at its sole discretion until January 31, 2018. An exercise by Sphera Capital of the Sphera Capital Option requires DBSI to sell to Sphera Capital the number of Ordinary Shares that Sphera Capital indicates in its exercise notice within two trading days following DBSI’s receipt of the exercise notice, at a fixed price of $1.19 per Ordinary Share. The number of Ordinary Shares and the exercise price per Ordinary Share are subject to appropriate adjustment in the case of any stock split, stock dividend, reverse stock split or similar event. An English summary of the Sphera Capital Option serves as Exhibit 6 to this Amendment No. 5.

6

English summary of Option to Purchase Ordinary Shares of the Issuer, granted by DBSI to Sphera Capital Ltd. on January 25, 2017*

7

Joint Filing Agreement pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended*