SEC Form 4 · accession 0001209191-15-029989
Modsys International Ltd · MDSYF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 6, 2014
Accepted (ET)
Mar 27, 2015 · 5:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001029581
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary shares, NIS 0.01 par valueF1,F2 | Oct 6, 2014 | X | 102,343 | $1.5634 | A | 3,327,488 | I | See Footnote |
| Ordinary shares, NIS 0.01 par valueF1,F2 | Mar 25, 2015 | P | 5,000 | $2.46 | A | 3,332,488 | I | See Footnote |
| Ordinary shares, NIS 0.01 par valueF1,F2 | Mar 25, 2015 | P | 60,000 | $2.40 | A | 3,392,488 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (Right to Buy)F1,F2 | $1.5634 | Oct 6, 2014 | X | 102,343 | D | Oct 14, 2009 | Oct 12, 2014 | Ordinary shares, NIS 0.01 par value | 102,343 | 0 | I |
Explanation of responses
- F1The filing of this Form 4 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the manager of Prescott Capital, is or was, for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any of the shares of Ordinary shares, NIS 0.01 par value (the "Common Stock"), of Modsys International Ltd. (the "Issuer") purchased by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. or Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Phil Frohlich disclaim such beneficial ownership.
- F2Prescott Capital holds indirectly the shares of Common Stock of the Issuer through the account of the Master Fund, of which Prescott Capital is the Investment Manager. The Master Fund holds the shares of Common Stock for the accounts of the Small Cap Funds, of which Prescott Capital is the Investment Manager. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the Common Stock held indirectly by Prescott Capital because, as the manager of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities.