OTIV On Track Innovations Ltd

U NITED STATES
SECURITIES AND EXCHANGE
COMMISSION

  Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note :  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*  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 disclosures provided in a prior cover page.

The information required on 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).  

* The calculation is based on a total of 31,135,062 Ordinary Shares, par value NIS 0.10 per share outstanding as of December 31, 2011, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 11, 2012.

** Represents shares held in an account with Marlene A. Ivy as joint tenants with rights of survivorship.  

*** Includes 422,800 shares held in an account with Marlene A. Ivy as joint tenants with rights of survivorship.  

* The calculation is based on a total of 31,135,062 Ordinary Shares, par value NIS 0.10 per share outstanding as of December 31, 2011, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 11, 2012.

** Represents shares held in an account with Jerry Lafe Ivy, Jr. as joint tenants with rights of survivorship.  

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Explanatory Note

This Schedule 13D (“Schedule 13D”) relates to shares of Ordinary Shares, NIS 0.10 par value per share (“Common Stock”), of On Track Innovations, Ltd., an Israel corporation (the “Issuer”).  This statement is being filed by Jerry Lafe Ivy, Jr. (“Mr. Ivy”) and Marlene V. Ivy (“Mrs. Ivy” and collectively, the “Reporting Persons”).    

Item 4.

Purpose of Transaction

On November 20, 2012, counsel for Mr. Ivy submitted to the Board of Directors of the Issuer a Notice of Meeting, Proxy Statement and Proxy Card for an Extraordinary General Meeting of the Shareholders to be held on December 27, 2012 (the “ November Proxy Materials ”).   The November Proxy Materials proposed to remove three existing directors and to elect eight (8) new directors nominated by Mr. Ivy.  These proposals were virtually the same as the proposals submitted to the Issuer on October 19, 2012.  Counsel requested that the Issuer file and mail the documents to the Issuer’s shareholders.  

In response, the Issuer’s legal counsel indicated that, if Mr. Ivy would withdraw his request, the Board would agree to call the requested shareholder meeting to consider removal of the three existing directors and the election of Mr. Ivy’s nominees.  Counsel for the Issuer and counsel for Mr. Ivy exchanged drafts of the form of proxy materials for a shareholder meeting to be scheduled for late December.  On Nov. 21 ^st , Mr. David P. Stone and Mr. Mark Green resigned from the Issuer’s board of directors.  

On Nov. 23 ^rd , Mr. Ivy’s counsel delivered a letter (attached as Exhibit 99.5) indicating, among other things, Mr. Ivy would withdraw his request if the Issuer duly filed and mailed the notice of the meeting, proxy statement and proxy card in the form agreed to by Mr. Ivy’s and the Issuer’s legal counsels.  

By letter dated Nov. 23 ^rd (attached as Exhibit 99.6), the Issuer confirmed the withdrawal of Mr. Ivy’s request for a shareholder meeting, agreed not to enter into any transaction which is not in the ordinary course of business and might adversely affect the shareholders rights or the Issuer’s best interest, and agreed not to cancel or otherwise prevent the occurrence of the shareholder meeting scheduled for Dec. 30, 2012.  Simultaneously, on Nov. 23 ^rd , the Issuer filed a Notice of Meeting, Proxy Statement and Proxy Card (the “ Filed Proxy Materials ”) for an Extraordinary General Meeting of the Shareholders to be held on December 30, 2012.  The Filed Proxy Materials contain the following proposals:    

o

Removal of Mr. Eli Akavia from his position as a director (Mr. Akavia subsequently resigned on Nov. 26, 2012)

o

Election of two new External Directors:

Eileen Segall

Jeffrey E. Eberwein

o

Election of six new Independent Directors:

Charles M. Gillman

Dilip Singh

Richard Kenneth Coleman, Jr.

Dimitrios Angelis

John Knapp*

Mark Stolper*

*Messrs. Knapp and Stolper will be considered for election only if the shareholders approve an amendment to expand the size of the board of directors, which will be considered at a shareholders meeting scheduled for December 13, 2012.  

In the Filed Proxy Materials, Mr. Ivy recommended a vote FOR all the proposals.  

Except as set forth in this Item 4, as amended, Mr. Ivy has no other plans or proposals with respect to the Issuer, including any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

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Item 7.

Material to Be Filed as Exhibits

[Balance of the page intentionally left blank]

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Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 27, 2012

/s/ Jerry L. Ivy, Jr.

/s/ Marlene V. Ivy*

Jerry L. Ivy, Jr.

Marlene V. Ivy

* By Jerry L. Ivy, Jr., Attorney in Fact

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