View:
Download DOC
Download PDF
Download XLS

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 2)1

 

Allot Ltd.

(Name of Issuer)

 

Common Stock, par value ILS 0.10 per share

(Title of Class of Securities)

 

M0854Q105

(CUSIP Number)

 

Outerbridge Capital Management, LLC

767 Third Avenue, 11th Floor

New York, New York 10017

(347) 493-0350

 

Andrew Freedman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 11, 2021

(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 ☐.

 

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.

 

_______________

 

1       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).

 

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

Outerbridge Capital Management, LLC

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

AF, OO

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Delaware

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

3,104,490 *

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

2,336,748 *

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

3,104,490 *

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.6%

  
  14   TYPE OF REPORTING PERSON  
         
       

OO, IA

  

 

* Includes 1,220,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

 

2

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

Outerbridge Partners, LP

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Delaware

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

1,000,663 *

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

1,000,663 *

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,000,663 *

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.8%

  
  14   TYPE OF REPORTING PERSON  
         
        PN

  

 

* Includes 840,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

 

3

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

Outerbridge Special Opportunities Fund II, LP

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Delaware

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

141,000

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

141,000

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

141,000

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

  
  14   TYPE OF REPORTING PERSON  
         
        PN

  

  

4

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

Outerbridge Partners GP, LLC

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Delaware

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

1,000,663 *

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

1,000,663 *

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,000,663 *

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

2.8%

  
  14   TYPE OF REPORTING PERSON  
         
       

OO

  

 

* Includes 840,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

 

5

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

Outerbridge Special Opportunities GP II, LLC

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Delaware

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

141,000

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

141,000

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

141,000

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

  
  14   TYPE OF REPORTING PERSON  
         
       

OO

  

  

6

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

Rory Wallace

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

United States of America

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

3,104,490 *

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

2,336,748 *

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

3,104,490 *

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

8.6%

  
  14   TYPE OF REPORTING PERSON  
         
        IN

  

  

* Includes 1,220,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

 

7

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

QVT Family Office Fund LP

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Cayman Islands

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

767,742

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

767,742

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

767,742

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

2.1%

  
  14   TYPE OF REPORTING PERSON  
         
        PN

  

  

8

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

QVT Associates GP LLC

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Delaware

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

767,742

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

767,742

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

767,742

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%

  
  14   TYPE OF REPORTING PERSON  
         
        OO

  

  

9

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

QVT Financial LP

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Delaware

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

767,742

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

767,742

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

767,742

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

2.1%

  
  14   TYPE OF REPORTING PERSON  
         
        PN

  

  

10

CUSIP No. M0854Q105

 

  1   NAME OF REPORTING PERSON  
         
       

QVT Financial GP LLC

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Delaware

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

767,742

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

  
    10   SHARED DISPOSITIVE POWER  
           
         

767,742

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

767,742

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%

  
  14   TYPE OF REPORTING PERSON  
         
        OO

  

  

11

CUSIP No. M0854Q105

  

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The Ordinary Shares beneficially owned by each of the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.

 

The aggregate purchase price of the 160,663 Ordinary Shares owned directly by Outerbridge Partners is approximately 2,263,677.40, excluding brokerage commissions. The aggregate purchase price of the call options referencing 840,000 Ordinary Shares held by Outerbridge Partners that are currently exercisable is approximately $265,966, excluding brokerage commissions. The aggregate purchase price of the 141,000 Ordinary Shares owned directly by Outerbridge SOF II is approximately $2,308,962, excluding brokerage commissions. The aggregate purchase price of the 767,742 Ordinary Shares owned directly by QVT Fund is approximately $12,728,096, excluding brokerage commissions. The aggregate purchase price of the 815,085 Ordinary Shares held in the Accounts, which Outerbridge Capital may be deemed to beneficially own, is approximately $11,638,514, excluding brokerage commissions. The aggregate purchase price of the call options referencing 380,000 Ordinary Shares held by the Accounts that are currently exercisable, which Outerbridge Capital may be deemed to beneficially own, is approximately $150,442, excluding brokerage commissions.

 

Item 4.Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

Notwithstanding the recent decline in the Issuer’s shares, the Reporting Persons remain encouraged by the rate and quality of new customer wins for the Issuer’s burgeoning cybersecurity business, and are pleased by the Issuer’s decision to showcase its security-as-a-service (SECaaS) annual recurring revenue (ARR) to investors on a quarterly basis. The Reporting Persons appreciate the nascency of the Allot Secure business and the attendant difficulty of forecasting such a business that the Issuer’s Q3 results demonstrated. Nevertheless, the Reporting Persons believe the Issuer’s recently articulated strategies for increasing both the accuracy of its forecasts and the rate of Allot Secure adoption appear sound.

 

The Reporting Persons believe the Issuer’s share price remains deeply undervalued and, accordingly, the Reporting Persons have held and plan to continue holding discussions with the Issuer’s management team and Board of Directors on topics related to optimizing financial reporting, board composition, and enhancing value for all shareholders.

 

Item 5.Interest in Securities of the Issuer.

 

Items 5(a) – (c) are hereby amended and restated to read as follows:

 

The aggregate percentage of Ordinary Shares reported owned by each person named herein is based upon 36,286,436 Ordinary Shares outstanding as of September 30, 2021, which is the total number of Ordinary Shares outstanding as reported in the Issuer’s Form 6-K filed with the SEC on November 9, 2021.

 

12

CUSIP No. M0854Q105

 

A.Outerbridge Partners

 

(a)As of the close of business on November 12, 2021, Outerbridge Partners beneficially owned directly 1,000,663 Ordinary Shares, including 840,000 Ordinary Shares underlying certain call options that are currently exercisable.

 

Percentage: Approximately 2.8%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,000,663
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,000,663

 

(c)The transactions in the securities of the Issuer by Outerbridge Partners during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

B.Outerbridge SOF II

 

(a)As of the close of business on November 12, 2021, Outerbridge SOF II beneficially owned directly 141,000 Ordinary Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 141,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 141,000

 

(c)Outerbridge SOF II has not entered into any transactions in the securities of the Issuer during the past sixty days.

 

C.Outerbridge GP

 

(a)As the general partner of Outerbridge Partners, Outerbridge GP may be deemed the beneficial owner of the 1,000,663 Ordinary Shares beneficially owned directly by Outerbridge Partners.

 

Percentage: Approximately 2.8%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,000,663
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,000,663

 

(c)Outerbridge GP has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of Outerbridge Partners during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

13

CUSIP No. M0854Q105

 

D.Outerbridge GP II

 

(a)As the general partner of Outerbridge SOF II, Outerbridge GP II may be deemed the beneficial owner of the 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 141,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 141,000

 

(c)Outerbridge GP II has not entered into any transactions in the securities of the Issuer during the past sixty days.

 

E.Outerbridge Capital

 

(a)As the investment manager of each of Outerbridge Partners, Outerbridge SOF II and the Accounts, Outerbridge Capital may be deemed the beneficial owner of the (i) 1,000,663 Ordinary Shares beneficially owned directly by Outerbridge Partners, (ii) 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II, and (iii) 1,195,085 Ordinary Shares held in the Accounts, including 380,000 Ordinary Shares underlying certain call options that are currently exercisable. In addition, Outerbridge Capital may be deemed to beneficially own the 767,742 Ordinary Shares beneficially owned directly by QVT Fund pursuant to the QVT Voting Agreement (as defined in Item 6).

 

Percentage: Approximately 8.6%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,104,490
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,336,748

 

(c)Outerbridge Capital has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of each of Outerbridge Partners and the Accounts are set forth in Schedule B and are incorporated herein by reference.

 

14

CUSIP No. M0854Q105

 

F.Rory Wallace

 

(a)As the managing member of each of Outerbridge Capital, Outerbridge GP and Outerbridge GP II, Mr. Wallace may be deemed the beneficial owner of the (i) 1,000,663 Ordinary Shares beneficially owned directly by Outerbridge Partners, (ii) 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II, (iii) 1,195,085 Ordinary Shares held in the Accounts, including 380,000 Ordinary Shares underlying certain call options that are currently exercisable and (iv) 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

 

Percentage: Approximately 8.6%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,104,490
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,336,748

 

(c)Mr. Wallace has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of each of Outerbridge Partners and the Accounts are set forth in Schedule B and are incorporated herein by reference.

 

G.QVT Fund

 

(a)As of the close of business on November 12, 2021, QVT Fund beneficially owned directly 767,742 Ordinary Shares.

 

Percentage: Approximately 2.1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 767,742
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 767,742

 

(c)The transactions in the securities of the Issuer by QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

H.QVT Associates GP

 

(a)As the general partner of QVT Fund, QVT Associates GP may be deemed the beneficial owner of the 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

 

Percentage: Approximately 2.1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 767,742
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 767,742

 

(c)QVT Associates GP has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

15

CUSIP No. M0854Q105

 

I.QVT Financial

 

(a)As the investment manager of QVT Fund, QVT Financial may be deemed the beneficial owner of the 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

 

Percentage: Approximately 2.1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 767,742
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 767,742

 

(c)QVT Financial has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

J.QVT Financial GP

 

(a)As the general partner of QVT Financial, QVT Financial GP may be deemed the beneficial owner of the 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

 

Percentage: Approximately 2.1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 767,742
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 767,742

 

(c)QVT Financial has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended to add the following:

 

Outerbridge Partners has purchased certain American-style call options referencing an aggregate of 250,000 Ordinary Shares, which are currently exercisable, have a strike price of $17.50 per Ordinary Share and expire on November 19, 2021, as further described on Schedule B hereto.

 

Outerbridge Partners purchased certain additional American-style call options referencing an aggregate of 300,000 Ordinary Shares, which had a strike price of $17.50 per Ordinary Share and had an expiration date of November 19, 2021. Prior to their expiration, these call options were sold, as set forth on Schedule B. Accordingly, Outerbridge Partners no longer has any exposure to such options.

 

Outerbridge Partners has purchased certain American-style call options referencing an aggregate of 300,000 Ordinary Shares, which are currently exercisable, have a strike price of $20.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.

 

16

CUSIP No. M0854Q105

 

Outerbridge Partners has purchased certain American-style call options referencing an aggregate of 290,000 Ordinary Shares, which are currently exercisable, have a strike price of $25.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.

 

As previously disclosed, Outerbridge Partners had purchased certain American-style call options referencing an aggregate of 360,000 Ordinary Shares, which had a strike price of $17.50 per Ordinary Share and had an expiration date of September 17, 2021. These call options expired worthless pursuant to their terms. Accordingly, the Accounts no longer have any exposure to such options.

 

As previously disclosed, Outerbridge Capital, on behalf of the Accounts, had purchased certain American-style call options referencing an aggregate of 620,000 Ordinary Shares, which had a strike price of $22.50 per Ordinary Share and had an expiration date of September 17, 2021. Prior to their expiration, these call options were sold. Accordingly, the Accounts no longer have any exposure to such options.

 

Outerbridge Capital, on behalf of the Accounts, has purchased certain American-style call options referencing an aggregate of 380,000 Ordinary Shares, which are currently exercisable, have a strike price of $25.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.

 

17

CUSIP No. M0854Q105

 

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: November 15, 2021

 

  OUTERBRIDGE CAPITAL MANAGEMENT, LLC
   
  By: /s/ Rory Wallace
    Name: Rory Wallace
    Title: Managing Member

 

  OUTERBRIDGE PARTNERS, LP
     
  By: Outerbridge Partners GP, LLC, its general partner
     
  By: /s/ Rory Wallace
    Name: Rory Wallace
    Title: Managing Member

 

  OUTERBRIDGE SPECIAL OPPORTUNITIES FUND II, LP
   
  By: Outerbridge Special Opportunities GP II, LLC, its general partner
     
  By: /s/ Rory Wallace
    Name: Rory Wallace
    Title: Managing Member

 

  OUTERBRIDGE PARTNERS GP, LLC
   
  By: /s/ Rory Wallace
    Name: Rory Wallace
    Title: Managing Member

 

  OUTERBRIDGE SPECIAL OPPORTUNITIES GP II, LLC
   
  By: /s/ Rory Wallace
    Name: Rory Wallace
    Title: Managing Member

 

 

  /s/ Rory Wallace
  RORY WALLACE

 

18

CUSIP No. M0854Q105

  

  QVT FAMILY OFFICE FUND LP
   
  By: QVT Associates GP LLC, its general partner
     
  By: /s/ Dan Gold
    Name: Dan Gold
    Title: Managing Member

 

  By: /s/ Tracy Fu
    Name: Tracy Fu
    Title: Managing Member

 

  QVT ASSOCIATES GP LLC
   
  By: /s/ Dan Gold
    Name: Dan Gold
    Title: Managing Member

 

  By: /s/ Tracy Fu
    Name: Tracy Fu
    Title: Managing Member

 

  QVT FINANCIAL LP
   
  By: QVT Financial GP LLC, its general partner
     
  By: /s/ Dan Gold
    Name: Dan Gold
    Title: Managing Member

 

  By: /s/ Tracy Fu
    Name: Tracy Fu
    Title: Managing Member

 

  QVT FINANCIAL GP LLC
   
  By: /s/ Dan Gold
    Name: Dan Gold
    Title: Managing Member

 

  By: /s/ Tracy Fu
    Name: Tracy Fu
    Title: Managing Member

 

19

CUSIP No. M0854Q105

 

SCHEDULE B

 

Transactions in the Securities of the Issuer During the Past Sixty Days

 

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

 Price ($)

Date of

Purchase/Sale

 

OUTERBRIDGE PARTNERS, LP

 

Purchase of March 18, 2022 Call Options ($25.00 Strike Price) 240,000 $0.3959 09/15/2021
Purchase of March 18, 2022 Call Options ($25.00 Strike Price) 50,000 $0.4300 09/16/2021
Purchase of Ordinary Shares 6,055 $14.8695 09/28/2021
Purchase of Ordinary Shares 20,000 $15.1048 10/11/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price) 150,000 $0.3000 10/12/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price) 50,000 $0.3500 10/15/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price) 100,000 $0.3797 10/18/2021
Sale of Ordinary Shares (35,000) $14.8935 10/18/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price) 150,000 $0.2750 10/26/2021
Sale of Ordinary Shares (35,000) $14.6000 10/26/2021
Purchase of November 19, 2021 Call Options ($17.50 Strike Price) 100,000 $0.2900 11/02/2021
Purchase of Ordinary Shares 10,000 $14.9341 11/04/2021
Purchase of Ordinary Shares 15,663 $15.0116 11/04/2021
Purchase of Ordinary Shares 25,000 $14.9998 11/04/2021
Purchase of Ordinary Shares 30,000 $15.2802 11/05/2021
Purchase of Ordinary Shares 50,000 $13.7388 11/09/2021
Sale of November 19, 2021 Call Options ($17.50 Strike Price) (300,000) $0.0001 11/11/2021
Purchase of March 18, 2022 Call Options ($20.00 Strike Price) 300,000 $0.2500 11/11/2021
Purchase of Ordinary Shares 30,000 $11.9000 11/11/2021

 

20

CUSIP No. M0854Q105

 

OUTERBRIDGE CAPITAL MANAGEMENT LLC

(Through the Accounts)

 

Sale of September 17, 2021 Call Options ($22.50 Strike Price) (329,800) $0.0100 09/15/2021
Sale of September 17, 2021 Call Options ($22.50 Strike Price) (290,200) $0.0100 09/15/2021
Purchase of March 18, 2022 Call Options ($25.00 Strike Price) 202,200 $0.3959 09/15/2021
Purchase of March 18, 2022 Call Options ($25.00 Strike Price) 177,800 $0.3959 09/15/2021

 

QVT FAMILY OFFICE FUND LP

 

Purchase of Ordinary Shares 150,000 $11.9000 11/11/2021

 

 

21