SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934
(Amendment No. __)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
(Name of Issuer)
(Title of Class of Securities)
(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)
x Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 465437101
Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
Check the Appropriate Box if a Member of a Group
SEC Use only
Place of Organization Israel
Sole Voting Power 30,394,604*
Shared Voting Power 0
Sole Dispositive Power 30,394,604*
Shared Dispositive Power 0
Aggregate Amount Beneficially Owned by Each Reporting Person 30,394,604*
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Percent of Class Represented by Amount in Row (9) 7.2%**
Type of Reporting Person : IN
* Consists of (a) 29,756,616 Ordinary Shares, (b) 6,271 ADSs, representing 188,130 Ordinary Shares and (c) 449,858 Ordinary Shares issuable upon exercise of options to purchase Ordinary Shares that are exercisable within 60 days that are held by the Reporting Person directly and through a company wholly-owned by the Reporting Person and his wife.
** Based on information received from the Issuer, there were 423,103,011 shares of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding as of February 11, 2020 and 449,858 Ordinary Shares issuable upon the exercise of options to purchase Ordinary Shares held by the Reporting Person that are exercisable within 60 days.
|(a)||Name of Issuer: Itamar Medical Ltd. (the “Issuer”).|
|(b)||Address of Issuer’s Principal Executive Offices:|
9 Halamish Street, Caesarea 3088900, Israel
|(a)||Name of Person Filing:|
|This Statement is filed by:|
|The foregoing is referred to as the “Reporting Person” in this Statement.|
Address of Principal Business Offices or, if none, Residence:
|Giora Yaron – c/o Itamar Medical Ltd., 9 Halamish Street, Caesarea 3088900, Israel|
|(c)||Citizenship or Place of Organization:|
|(d)||Title of Class of Securities:|
|Ordinary Shares, par value NIS 0.01 per share (the “Ordinary Shares”).|
465437101. The CUSIP Number relates to American Depositary Shares, each of which represents thirty (30) Ordinary Shares (the “ADSs”).
|Item 3.||If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:|
|See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person.|
|Item 5.||Ownership of 5 Percent or Less of a Class|
|If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.|
|Item 6.||Ownership of More than 5 Percent on Behalf of Another Person|
|Item 7.||Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person|
|Item 8.||Identification and Classification of Members of the Group|
|Item 9.||Notice of Dissolution of Group|
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.
February 11, 2020
|/s/ Giora Yaron|