UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Allot Ltd.
(Name of Issuer)
Ordinary Shares, par value ILS 0.10 per share
(Title of Class of Securities)
M0854Q105
(CUSIP Number)
December 16, 2019
(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).
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CUSIP No. M0854Q105
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13G
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Ron Senator
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
---
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6
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SHARED VOTING POWER
1,790,196 (*)
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7
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SOLE DISPOSITIVE POWER
---
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||||
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8
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SHARED DISPOSITIVE POWER
1,790,196 (*)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,196 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.21% (*) (**)
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12
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TYPE OF REPORTING PERSON (See instructions)
IN
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(*) Reflects updated holdings as of the date of this filing. The beneficial ownership of the securities reported herein is described in
Item 4(a).
(**) Based on 34,351,963 ordinary shares of Allot Ltd. (the "Issuer") outstanding as of August 21, 2019, as reported in the Issuer's
Form 6-K filed with the Securities and Exchange Commission ("SEC") on September 4, 2019.
2
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CUSIP No. M0854Q105
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13G
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Page 3 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Sphera Funds Management Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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||||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|||
|
6
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SHARED VOTING POWER
1,790,196 (*)
|
||||
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7
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SOLE DISPOSITIVE POWER
---
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||||
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8
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SHARED DISPOSITIVE POWER
1,790,196 (*)
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,196 (*)
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.21% (*) (**)
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||||
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12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) Reflects updated holdings as of the date of this filing. The beneficial ownership of the securities reported herein is described in
Item 4(a).
(**) Based on 34,351,963 ordinary shares of the Issuer outstanding as of August 21, 2019, as reported in the Issuer's Form 6-K filed with
the SEC on September 4, 2019.
3
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CUSIP No. M0854Q105
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13G
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Page 4 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Sphera Capital Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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||||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|||
|
6
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SHARED VOTING POWER
1,790,196 (*)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
---
|
||||
|
8
|
SHARED DISPOSITIVE POWER
1,790,196 (*)
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,196 (*)
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.21% (*) (**)
|
||||
|
12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) Reflects updated holdings as of the date of this filing. The beneficial ownership of the securities reported herein is described in
Item 4(a).
(**) Based on 34,351,963 ordinary shares of the Issuer outstanding as of August 21, 2019, as reported in the Issuer's Form 6-K filed with
the SEC on September 4, 2019.
4
| Item 1. (a) |
Name of Issuer:
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Allot Ltd.
| (b) |
Address of Issuer's Principal Executive Offices:
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22 Hanagar Street
Neve Ne'eman Industrial Zone B
Hod-Hasharon 45240
Israel
| Item 2. (a) |
Name of Person Filing:
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Ron Senator
Sphera Funds Management Ltd.
Sphera Capital Ltd.
| (b) |
Address of Principal Business Office:
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Ron Senator – c/o Sphera Funds Management Ltd., Platinum House, 21 Ha'arba'ah Street, Tel Aviv 64739, Israel
Sphera Funds Management Ltd. – 21 Ha'arba'ah Street, Tel Aviv 64739, Israel
Sphera Capital Ltd. – 21 Ha'arba'ah Street, Tel Aviv 64739, Israel
| (c) |
Citizenship:
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Ron Senator – Israel and U.S.
Sphera Funds Management Ltd. – Israel
Sphera Capital Ltd. – Israel
| (d) |
Title of Class of Securities:
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Ordinary Shares, par value ILS 0.10 per share ("Ordinary Shares")
| (e) |
CUSIP Number:
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M0854Q105
| Item 3. |
Not applicable.
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5
| Item 4. |
Ownership:
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| (a) |
Amount beneficially owned:
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See row 9 of cover page of each reporting person.
The securities reported herein are beneficially owned as follows:
| • |
1,455,425 Ordinary Shares (representing 4.24% of the total ordinary shares outstanding) beneficially owned by Sphera Funds Management Ltd. ("SFML"), which acts as
the investment management company for Sphera Master Fund LP. ("Sphera Master"). Sphera Master has delegated its investment management authority to SFML.
In addition, Ron Senator may be considered the beneficial owner of shares held by the Sphera Master, since he
serves as portfolio manager for SFML.
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| • |
267,832 Ordinary Shares (representing 0.78% of the total ordinary shares outstanding) beneficially owned by Sphera Capital Ltd. ("Sphera Capital"), which acts as
the investment management company for Sphera Small Cap Fund Ltd. ("Sphera Small Cap Fund"). Sphera Small Cap Fund has delegated its investment management authority to Sphera Capital.
In addition, Ron Senator may be considered the beneficial owner of shares held by the Sphera Small Cap Fund,
since he serves as portfolio manager for Sphera Capital.
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| • |
66,939 Ordinary Shares (representing 0.19% of the total ordinary shares outstanding) beneficially owned by SFML, which has investment
discretion under an investment management agreement to manage the investments of EJS Investment Management S.A. (a company incorporated under the laws of Switzerland), acting for and on behalf of Firstag Securities Ltd. and Galatee
Holdings Ltd (both companies incorporated under the laws of the British Virgin Islands), all three entities referred to collectively as the "EJS Entities".
In addition, Ron Senator may be considered the beneficial owner of shares held by the EJS Entities, since he
serves as portfolio manager for SFML.
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This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial
owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities. In addition, the
Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be
deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13G disclaims the
existence of any such group.
| (b) |
Percent of class:
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See row 11 of cover page of each reporting person
6
| (c) |
Number of shares as to which such person has:
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| (i) |
Sole power to vote or to direct the vote:
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See row 5 of cover page of each reporting person
| (ii) |
Shared power to vote or to direct the vote:
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See row 6 of cover page of each reporting person and note in Item 4(a) above
| (iii) |
Sole power to dispose or to direct the disposition of:
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See row 7 of cover page of each reporting person
| (iv) |
Shared power to dispose or to direct the disposition of:
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See row 8 of cover page of each reporting person and note in Item 4(a) above
| Item 5. |
Ownership of Five Percent or Less of a Class:
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Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another:
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group:
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Not applicable.
| Item 9. |
Notice of Dissolution of Group:
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Not applicable.
7
| Item 10. |
Certification:
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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.
8
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.
December 31, 2019
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Ron Senator
/s/ Ron Senator
By: Ron Senator
Sphera Funds Management Ltd.
/s/ Ori Goldfarb By: Ori Goldfarb
Title: Chief Executive Officer Sphera Capital Ltd.
/s/ Ori Goldfarb By: Ori Goldfarb Title: Chief Executive Officer |
9
| EXHIBIT NO. | DESCRIPTION |
10
Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree
that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Allot Ltd. each of them is responsible for the timely filing of such Schedule 13G
and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a
statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such
Schedule 13G and any amendments thereto.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
December 31, 2019
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Ron Senator
/s/ Ron Senator
By: Ron Senator
Sphera Funds Management Ltd.
/s/ Ori Goldfarb By: Ori Goldfarb
Title: Chief Executive Officer Sphera Capital Ltd.
/s/ Ori Goldfarb By: Ori Goldfarb
Title: Chief Executive Officer
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