SEC Form 4/A · accession 0001178913-17-002204
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,F1,F3 | Jul 17, 2017 | S | 203,528 | $27.52 | A | 7,202,646 | I | By FIMI ENRG, L.P. and FIMI ENRG, Limited Partnership |
| Common Stock, par value $0.001 per shareF2,F3,F1 | Jul 26, 2017 | S | 7,202,646 | $57.00 | D | 0 | I | By FIMI ENRG, L.P. and FIMI ENRG, Limited Partnership |
Table II — derivative securities
Explanation of responses
- F1FIMI IV 2007 Ltd. ("FIMI IV 2007"), is the general partner of each of FIMI ENRG, L.P. ("FIMI ENRG 1") and FIMI ENRG, Limited Partnership ("FIMI ENRG 2"). Ishay Davidi is the Chief Executive Officer of FIMI IV 2007.
- F2On July 26, 2017 (the "Closing"), FIMI IV 2007, FIMI ENRG 1, FIMI ENRG 2 and Ishay Davidi (the "FIMI Entities") sold all of their shares of common stock, par value $0.001 per share ("Shares") of the Issuer to Orix Corporation ("Orix"). Prior to the Closing and pursuant to a Settlement Agreement dated July 17, 2017, FIMI ENRG 1 and FIMI ENRG 2 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. ("Bronicki") an aggregate of 203,528 Shares of the Issuer for $27.52 per share, with such price determined in accordance with those agreements (constituting an exercise of an in-the-money derivative security). In addition, prior to the Closing, FIMI ENRG 2 purchased from Mr. Gillon Beck and Mr. Ami Boehm an aggregate of 75,000 Shares of the Issuer at a price per share of $57.
- F3All such Shares were sold by FIMI ENRG 1 and FIMI ENRG 2, as applicable, to Orix.
Remarks
1. Ishay Davidi, an authorized signatory of the reporting person, has executed this Form 4 on behalf of the reporting person and the other joint filers. 2. For clarity purposes, this Form 4 amends and replaces in its entirety the Form 4 filed on July 27, 2017. Due to certain agreements with Bronicki, the FIMI Entities may be deemed to constitute a "group" with Bronicki 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. Each of the reporting persons disclaims beneficial ownership of all shares beneficially owned by Bronicki and further disclaims the existence of any such group.