(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
(f) or (g), check the following box: ☐
Note: Schedules filed in paper format should include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
CUSIP No. 63008G203
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Page 2 of 8
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1
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NAME OR REPORTING PERSON
Stern YOI Ltd. Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Nevada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
0
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8
|
SHARED VOTING POWER
32,570,999 (1)
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9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
32,570,999 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
32,570,999
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12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7% (2)
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14
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TYPE OF REPORTING PERSON
PN
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(1)
|
Includes 2,076,735 ordinary shares, par value NIS 5.00, of Nano Dimension Ltd. (the “Ordinary Shares” and the “Issuer”, respectively), 2,752,161 warrants to purchase Ordinary Shares at an exercise price of $0.75 per share exercisable within 60 days, and 27,742,103 Series B warrants to purchase Ordinary Shares at an exercise price of $6.16 per share exercisable within 60 days. Stern YOI Ltd. Partnership (“YOI”) also holds warrants to purchase 2,064,121 Ordinary Shares at an exercise price of $0.75 per share that are not exercisable within 60 days. YOI’s warrants have an expiration date in August 2027.
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|
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(2)
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Based on a total of 256,489,283 Ordinary Shares of the Issuer outstanding as of May 9, 2021 (based on the Issuer’s registration statement on Form F-3 filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2021).
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CUSIP No. 63008G203
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Page 3 of 8
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1
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NAME OR REPORTING PERSON
Yoav Stern Separate Property Trust
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
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SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Florida
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
32,570,999 (1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
32,570,999 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
32,570,999
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
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(1)
|
Yoav Stern Separate Property Trust is deemed to beneficially own the 32,570,999 Ordinary Shares held in the name of YOI in its capacity as general partner of YOI. Includes 2,076,735 Ordinary Shares, 2,752,161 warrants to purchase Ordinary Shares at an exercise price of $0.75 per share exercisable within 60 days, and 27,742,103 Series B warrants to purchase Ordinary Shares at an exercise price of $6.16 per share exercisable within 60 days. YOI also holds warrants to purchase 2,064,121 Ordinary Shares at an exercise price of $0.75 per share that are not exercisable within 60 days. YOI’s warrants have an expiration date in August 2027.
|
|
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(2)
|
Based on a total of 256,489,283 Ordinary
Shares of the Issuer outstanding as of May 9, 2021 (based on the Issuer’s registration statement on Form F-3 filed with the SEC
on May 10, 2021).
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CUSIP No. 63008G203
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Page 4 of 8
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1
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NAME OR REPORTING PERSON
Yoav Stern
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
32,570,999 (1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
32,570,999 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
32,570,999
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7% (2)
|
14
|
TYPE OF REPORTING PERSON
IN
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(1)
|
Yoav Stern is deemed to beneficially own the 32,570,999 Ordinary Shares held in the name of YOI in Mr. Stern’s capacity as the managing member of YOI and sole trustee of Yoav Stern Separate Property Trust. Includes 2,076,735 Ordinary Shares, 2,752,161 warrants to purchase Ordinary Shares at an exercise price of $0.75 per share exercisable within 60 days, and 27,742,103 Series B warrants to purchase Ordinary Shares at an exercise price of $6.16 per share exercisable within 60 days. Mr. Stern also beneficially owns warrants to purchase 2,064,121 Ordinary Shares at an exercise price of $0.75 per share that are not exercisable within 60 days. YOI’s warrants have an expiration date in August 2027.
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|
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(2)
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Based on a total of 256,489,283 Ordinary Shares of the Issuer outstanding as of May 9, 2021 (based on the Issuer’s registration statement on Form F-3 filed with the SEC on May 10, 2021).
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CUSIP No. 63008G203
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Page 5 of 8
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This Amendment No. 1
(this “Schedule 13D/A”) to the original Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”)
on June 30, 2021 (the “Original Schedule 13D”), is being filed by Stern YOI Ltd. Partnership, a Nevada limited partnership
(“YOI”), Yoav Stern Separate Property Trust, a trust formed under the laws of Florida (“Stern Trust”), which
is the general partner of YOI, and Yoav Stern, a citizen of the State of Israel and the sole trustee of Stern Trust (“Mr. Stern”
and, together with YOI and Stern Trust, the “Reporting Persons”) in connection with the acquisition of an aggregate of 122,000
Ordinary Shares by YOI on December 13, 2021.
Item 1. Security and Issuer.
The information contained
in “Item 1. Security and Issuer” contained in the Original Schedule 13D is not
being amended by this Schedule 13D/A.
Item 2. Identity and Background.
The information contained
in “Item 2. Identity and Background” contained in the Original Schedule 13D is
not being amended by this Schedule 13D/A.
Item 3. Source and Amount of Funds or Other
Consideration.
“Item
3. Source and Amount of Funds or Other Consideration” of the Original Schedule 13D
is hereby amended to include the following:
The 122,000 Ordinary Shares
acquired on December 13, 2021 by the Reporting Persons were acquired at an aggregate purchase price of approximately $500,200, utilizing
the personal funds of the YOI.
CUSIP No. 63008G203
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Page 6 of 8
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Item 4. Purpose of Transaction.
“Item 4. Purpose
of Transaction” of the Original Schedule 13D is hereby amended to include the following:
YOI acquired additional Ordinary
Shares on December 13, 2021 because it believes the Ordinary Shares are undervalued and represent an attractive investment opportunity.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage
of Ordinary Shares beneficially owned by the Reporting Persons herein is based upon 256,489,283 Ordinary Shares of the Issuer outstanding
as of May 9, 2021, which is the total number of Outstanding Shares as reported in the Issuer’s registration statement on Form F-3
filed with the SEC on May 10, 2021.
YOI may be deemed to beneficially
own 32,570,999 Ordinary Shares, constituting approximately 12.7% of the outstanding Ordinary Shares of the Issuer, which includes 2,076,735
Ordinary Shares, 2,752,161 warrants to purchase Ordinary Shares at an exercise price of $0.75 per share exercisable within 60 days, and
27,742,103 Series B Warrants to purchase Ordinary Shares at an exercise price of $6.16 per share exercisable within 60 days. YOI also
holds warrants to purchase 2,064,121 Ordinary Shares at an exercise price of $0.75 per share that are not exercisable within 60 days.
YOI’s warrants have an expiration date in August 2027. Mr. Stern, in his capacity as the managing member of YOI, has shared
voting power and shared dispositive power with regard to the 32,570,999 Ordinary Shares represented by ADSs owned by YOI.
Stern Trust, in its capacity
as general partner of YOI, may be deemed to beneficially own 32,570,999 Ordinary Shares held by YOI, constituting approximately 12.7%
of the outstanding Ordinary Shares of the Issuer, which includes 2,076,735 Ordinary Shares, 2,752,161 warrants to purchase Ordinary Shares
at an exercise price of $0.75 per share exercisable within 60 days, and 27,742,103 Series B Warrants to purchase Ordinary Shares at an
exercise price of $6.16 per share exercisable within 60 days. Stern Trust may also be deemed to beneficially own warrants held by YOI
to purchase 2,064,121 Ordinary Shares at an exercise price of $0.75 per share that are not exercisable within 60 days. The warrants have
an expiration date in August 2027.
CUSIP No. 63008G203
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Page 7 of 8
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Mr. Stern, in his capacity
as managing member of YOI and sole trustee of Stern Trust, may be deemed to beneficially own 32,570,999 Ordinary Shares held by YOI, constituting
approximately 12.7% of the outstanding Ordinary Shares of the Issuer, which includes 2,076,735 Ordinary Shares, 2,752,161 warrants to
purchase Ordinary Shares at an exercise price of $0.75 per share exercisable within 60 days, and 27,742,103 Series B Warrants to purchase
Ordinary Shares at an exercise price of $6.16 per share exercisable within 60 days. Mr. Stern may also be deemed to beneficially own warrants
held by YOI to purchase 2,064,121 Ordinary Shares at an exercise price of $0.75 per share that are not exercisable within 60 days. The
warrants have an expiration date in August 2027.
Other than acquisition of
122,000 Ordinary Shares on December 13, 2021, none of the Reporting Persons have engaged in any transactions with respect to the Ordinary
Shares during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
The
information contained in “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer”
contained in the Original Schedule 13D is not being amended by this Schedule 13D/A.
Item 7. Material to Be Filed as Exhibits.
The
information contained in “Item 7. Material to Be Filed as Exhibits” contained in the Original Schedule 13D is not being amended
by this Schedule 13D/A.
CUSIP No. 63008G203
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Page 8 of 8
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SIGNATURE
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.
Date: December 14, 2021
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STERN YOI LTD. PARTNERSHIP
|
|
|
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/s/ Yoav Stern
|
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Name:
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Yoav Stern
|
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Title:
|
Managing Member
|
|
|
|
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YOAV STERN SEPARATE PROPERTY TRUST
|
|
|
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/s/ Yoav Stern
|
|
Name:
|
Yoav Stern
|
|
Title:
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Trustee
|
|
|
|
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/s/ Yoav Stern
|
|
Yoav Stern
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