Amended Statement of Ownership (sc 13g/a)
February 08 2023 - 10:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
(Rule
13d-102)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)
ALARUM
TECHNOLOGIES LTD.
(Name
of Issuer)
ORDINARY
SHARES / AMERICAN DEPOSITORY SHARES
(Title
of Class of Securities)
78643B302
(CUSIP
Number)
December
31, 2022
(DATE
OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ |
Rule 13d-1(b) |
|
|
|
|
☒ |
Rule 13d-1(c) |
|
|
|
|
☐ |
Rule 13d-1(d) |
* |
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 the disclosures provided in a prior cover page. |
The
information required in 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).
(Continued
on following page(s))
CUSIP
No. 78643B302 |
13G |
Page
2 of 5 |
1 |
Name
of Reporting Persons
Yotam
Benattia |
2 |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐ |
3 |
SEC
Use only
|
4 |
Citizenship
or Place of Organization
Israel |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole
Voting Power
2,784,740(1) |
6 |
Shared
Voting Power
0 |
7 |
Sole
Dispositive Power(1)
2,784,740 |
8 |
Shared
Dispositive Power
0 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,784,740 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
11 |
Percent
of Class Represented by Amount in Row (9)
8.5%
(2) |
12 |
Type
of Reporting Person:
IN |
(1) |
Includes 56,250 Ordinary Shares
subject options, which are already vested, and an additional 11,250 options, which vest on February 25, 2023. The Reporting Person
also owns options to purchase 78,750 Ordinary Shares which vest equally over seven quarters beginning on May 25, 2023. The amounts
set forth in this Schedule 13G/A are presented after giving effect to a change of ratio between the American Depository Shares (the
“ADSs”) and the Issuer’s Ordinary Shares, from a ratio of one (1) ADS to one (1) Ordinary Share to a
new ratio of one (1) ADS to ten (10) Ordinary Shares that took place in November 2022. Reporting Person also received
192,866 Ordinary Shares in January 2023 pursuant to the Share Purchase Agreement, dated July 1, 2021, among Takoomi Ltd., Safe-T
Group Ltd., CyberKick Ltd., Mr. Roni Lev and Mr. Yotam Benattia, which Ordinary Shares were not beneficially owned as of December
31, 2022. |
(2) |
Based on 32,628,044 Ordinary
Shares outstanding as of November 23, 20212 as reported on the Issuer’s Prospectus Supplement filed with the Securities and
Exchange Commission on November 25, 2022. |
CUSIP
No. 78643B302 |
13G |
Page
3 of 5 |
ITEM 1 (a) |
NAME OF ISSUER: Alarum Technologies
Ltd. |
ITEM 1 (b) |
ADDRESS OF ISSUER’S PRINCIPAL
EXECUTIVE OFFICES: |
30
Haarba’a Street, Tel Aviv, Israel 6473926
ITEM 2 (a) |
NAME OF PERSON FILING: |
Yotam
Benattia
This
Statement is filed by:
Yotam
Benattia
The
foregoing is referred to as the "Reporting Person" in this Statement.
ITEM 2 (b) |
ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE, RESIDENCE: |
The
address of the Reporting Person is: 113 Rothchild Boulevard, Tel Aviv, Israel 6527113
Israel
ITEM 2 (d) |
TITLE OF CLASS OF SECURITIES: |
Ordinary
Shares
78643B302
ITEM 3 |
IF THIS
STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): |
Not
applicable
|
(a) |
AMOUNT BENEFICIALLY OWNED: |
2,784,740
Ordinary Shares(1)
(1) |
Includes
56,250 Ordinary Shares subject options, which are already vested, and an additional 11,250 options, which vest on February 25, 2023.
The Reporting Person also owns options to purchase 78,750 Ordinary Shares which vest equally over seven quarters beginning on May
25, 2023. The amounts set forth in this Schedule 13G/A are presented after giving effect to a change of ratio between the American
Depository Shares (the “ADSs”) and the Issuer’s Ordinary Shares, from a ratio of one (1) ADS to one (1) Ordinary
Share to a new ratio of one (1) ADS to ten (10) Ordinary Shares that took place in November 2022. Reporting Person
also received 192,866 Ordinary Shares in January 2023 pursuant to the Share Purchase Agreement, dated July 1, 2021, among Takoomi
Ltd., Safe-T Group Ltd., CyberKick Ltd., Mr. Roni Lev and Mr. Yotam Benattia, which Ordinary Shares were not beneficially owned as
of December 31, 2022. |
CUSIP
No. 78643B302 |
13G |
Page
4 of 5 |
8.5%
|
(c) |
NUMBER
OF SHARES AS TO WHICH SUCH PERSON HAS: |
|
(i) |
SOLE POWER
TO VOTE OR DIRECT THE VOTE |
2,784,740
Ordinary Shares
|
(ii) |
SHARED
POWER TO VOTE OR DIRECT THE VOTE |
0
Shares
|
(iii) |
SOLE POWER
TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
2,784,740
Ordinary Shares
|
(iv) |
SHARED
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
0
Shares
ITEM 5 |
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS |
Not
applicable
ITEM 6 |
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not
applicable
ITEM 7 |
IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not
applicable
ITEM 8 |
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF A GROUP |
Not
applicable
ITEM 9 |
NOTICE
OF DISSOLUTION OF GROUP |
Not
applicable
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP
No. 78643B302 |
13G |
Page
5 of 5 |
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.
February
8, 2023
|
/s/
Yotam Benattia |
|
Yotam Benattia |
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