SEC Form 4/A · accession 0001178913-17-002189
ORMAT TECHNOLOGIES, INC. · ORA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF2 | Jul 13, 2017 | L | 51 | $56.94 | A | 3,527,010 | D | |
| Common Stock, par value $0.001 per shareF1,F2 | Jul 17, 2017 | S | 203,528 | $27.52 | D | 3,323,482 | D | |
| Common Stock, par value $0.001 per shareF2 | Jul 18, 2017 | S | 51 | $57.701 | D | 3,323,431 | D | |
| Common Stock, par value $0.001 per shareF2 | Jul 26, 2017 | S | 3,323,431 | $57.00 | D | 0 | D |
Table II — derivative securities
Explanation of responses
- F1On July 26, 2017 (the "Closing"), Bronicki Investments Ltd. sold all of its shares of common stock, par value $0.001 per share ("Shares") of the Issuer to Orix Corporation. Prior to the Closing and pursuant to a Settlement Agreement dated July 17, 2017 between FIMI ENRG, L.P. and FIMI ENRG, Limited Partnership ("FIMI") and Bronicki Investments Ltd., FIMI exercised the call option granted to them under a Share Purchase Agreement dated March 16, 2012 and an Amended and Restated Shareholders Rights Agreement dated November 10, 2014, and purchased from Bronicki Investments Ltd. an aggregate of 203,528 Shares of the Issuer for $27.52 per share, with such price determined in accordance with those agreements and paid on the Closing.
- F2These shares are beneficially held directly by Bronicki Investments Ltd. Yehudit Bronicki and Lucien Bronicki are each directors of Bronicki Investments Ltd. and each shares voting and dispositive power over the shares held by Bronicki Investments Ltd. Accordingly, each of Mrs. Bronicki and Mr. Bronicki may be deemed to share beneficial ownership of the shares held by Bronicki Investments Ltd. However, each of Mrs. Bronicki and Mr. Bronicki disclaims beneficial ownership of all such shares except to the extent of its respective pecuniary interest therein.
Remarks
For clarity purposes, this Form 4 amends and replaces in its entirety the Form 4 filed on July 28, 2017. Bronicki Investments Ltd., Yehudit Bronicki and Lucien Bronicki acted in concert with FIMI in connection with certain Voting and Undertaking Agreements, Voting Neutralization Agreements, and an SHA, each defined and described in a Schedule 13D filed with the Securities and Exchange Commission on February 17, 2015 and filed with the Securities and Exchange Commission on November 8, 2015 (as amended from time to time). Consequently, Bronicki Investments Ltd., Mrs. Bronicki and Mr. Bronicki may be deemed to constitute a "group" with FIMI for purposes of Section 16 of the Securities Exchange Act of 1934. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of Bronicki Investments Ltd., Mrs. Bronicki and Mr. Bronicki disclaims the existence of any such group.