SEC Form SC 13D/A filed by Kamada Ltd. (Amendment)

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September 7, 2023

CUSIP No. M6240T109

Page 5 of  13 Pages

1	NAMES OF REPORTING PERSONS
	Or Adiv Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	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
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			N/A
		8	SHARED VOTING POWER
			9,452,708
		9	SOLE DISPOSITIVE POWER
			N/A
		10	SHARED DISPOSITIVE POWER
			9,452,708
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,452,708
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.45%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

*          The calculations are based on a total of 57,473,817 Ordinary Shares outstanding on September 7, 2023 immediately after completion of the issuance of the newly issued Ordinary Shares to the Reporting Persons pursuant to the Share Purchase Agreement, consisting of (i) 44,842,238 Ordinary Shares outstanding, as of June 30, 2023, as reported by Kamada Ltd. in its Notice of Extraordinary General Meeting of Shareholders, furnished with the Commission on Form 6-K on July 13, 2023, and (ii) 12,631,579 newly issued Ordinary Shares issued to the Reporting Persons on September 7, 2023 pursuant to the Share Purchase Agreement.

*          The calculations are based on a total of 57,473,817 Ordinary Shares outstanding on September 7, 2023 immediately after completion of the issuance of the newly issued Ordinary Shares to the Reporting Persons pursuant to the Share Purchase Agreement, consisting of (i) 44,842,238 Ordinary Shares outstanding, as of June 30, 2023, as reported by Kamada Ltd. in its Notice of Extraordinary General Meeting of Shareholders, furnished with the Commission on Form 6-K on July 13, 2023, and (ii) 12,631,579 newly issued Ordinary Shares issued to the Reporting Persons on September 7, 2023 pursuant to the Share Purchase Agreement.

*          The calculations are based on a total of 57,473,817 Ordinary Shares outstanding on September 7, 2023 immediately after completion of the issuance of the newly issued Ordinary Shares to the Reporting Persons pursuant to the Share Purchase Agreement, consisting of (i) 44,842,238 Ordinary Shares outstanding, as of June 30, 2023, as reported by Kamada Ltd. in its Notice of Extraordinary General Meeting of Shareholders, furnished with the Commission on Form 6-K on July 13, 2023, and (ii) 12,631,579 newly issued Ordinary Shares issued to the Reporting Persons on September 7, 2023 pursuant to the Share Purchase Agreement.

The undersigned, FIMI Opportunity Fund 6, L.P. (“FIMI Opportunity 6”), FIMI Israel Opportunity Fund 6, Limited Partnership (“FIMI Israel Opportunity 6 ”), FIMI 6 2016 Ltd. (“FIMI 6”), Or Adiv Ltd. (“Or Adiv”), FIMI Opportunity 7, L.P. (“FIMI Opportunity 7”), FIMI Israel Opportunity 7, Limited Partnership (“FIMI Israel Opportunity 7 ”), FIMI 7 2020 Ltd. (“FIMI 7”), O.D.N Seven Investments Ltd. (“O.D.N”), and Ishay Davidi (together, the “Reporting Persons”) hereby file this Amendment No. 3 to Schedule 13D (the “Amendment”), which amends the Schedule 13D filed by the Reporting Persons on November 27, 2019, the Amendment No. 1 to Schedule 13D filed by the Reporting Persons on January 21, 2020, the Amendment No. 2 to Schedule 13D filed by the Reporting Persons on May 20, 2020, and the Amendment No. 3 to Schedule 13D filed by the Reporting Persons on May 24, 2023 with respect to the Ordinary Shares, par value NIS 1.00 per share (the “Ordinary Shares”), of Kamada Ltd., an Israeli company (“Kamada”).  The Amendment amends and supplements Items 3 and 5 of the Schedule 13D.

On September 7, 2023, FIMI Opportunity 7 and FIMI Israel Opportunity 7 (collectively, the “FIMI 7 Funds”) purchased, and Kamada issued and sold, an aggregate of 12,631,579 newly issued Ordinary Shares for a purchase price of $4.75 per Ordinary Share, or $60,000,000 in the aggregate, of which FIMI Opportunity 7 purchased 4,911,158 Ordinary Shares and FIMI Israel Opportunity 7 purchased 7,720,421 Ordinary Shares, upon consummation of the transactions set forth in the Share Purchase Agreement (the “Share Purchase Agreement”), dated May 23, 2023, by and among Kamada and the FIMI 7 Funds.

 

(a)          The calculations included herein are based on a total of 57,473,817 Ordinary Shares outstanding immediately after completion of the issuance of the newly issued Ordinary Shares to the Reporting Persons on September 7, 2023 pursuant to the Share Purchase Agreement, consisting of (i) 44,842,238 Ordinary Shares outstanding, as of June 30, 2023, as reported by Kamada in its Notice of Extraordinary General meeting of Shareholders, furnished with the Commission on Form 6-K on July 13, 2023, and (ii) 12,631,579 newly issued Ordinary Shares issued to the Reporting Persons on September 7, 2023 pursuant to the Share Purchase Agreement.

 

(b)          As of September 7, 2023, FIMI Opportunity 6 directly beneficially owns 4,421,909 Ordinary Shares, representing approximately 7.69% of the Ordinary Shares.

 

As of September 7, 2023, FIMI Israel Opportunity 6 directly beneficially owns 5,030,799 Ordinary Shares, representing approximately 8.75% of the Ordinary Shares.

 

As of September 7, 2023, FIMI Opportunity 7 directly beneficially owns 4,911,158 Ordinary Shares, representing approximately 8.55% of the Ordinary Shares.

 

As of September 7, 2023, FIMI Israel Opportunity 7 directly beneficially owns 7,720,421 Ordinary Shares, representing approximately 13.43% of the Ordinary Shares.

 

September 7, 2023

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