SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. ________)*
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
CUSIP No. M2R43K115
|
|
13G
|
|
Page 2 of 5 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zim Rani |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(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
--- |
6.
|
SHARED VOTING POWER
187,334
|
|
7.
|
SOLE DISPOSITIVE POWER
--- |
|
8.
|
SHARED DISPOSITIVE POWER
187,334
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,334
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. M2R43K115
|
|
13G
|
|
Page 3 of 5 Pages
|
(a)
|
Name of Issuer
Brenmiller Energy Ltd. |
(b)
|
Address of Issuer’s Principal Executive Offices
13 Amal St. 4th Floor, Park Afek, Rosh Haayin 4809249, Israel |
(a)
|
Name of Person Filing
Zim Rani |
(b)
|
Address of the Principal Office or, if none, residence
77 Hashlosha Street, Kfar Ma'as, Israel |
(c)
|
Citizenship
Israel |
(d)
|
Title of Class of Securities
Ordinary Shares, par value NIS 0.02 per share |
(e)
|
CUSIP Number
M2R43K115 |
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
☐
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
☐
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
☐
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
CUSIP No. M2R43K115
|
|
13G
|
|
Page 4 of 5 Pages
|
(a)
|
Amount beneficially owned: The securities reported herein are held by Rani Zim Holdings LTD. Rani Zim Holdings LTD. Is fully controlled by Rani Zim.
|
|
(b)
|
Percent of class: See row 11 of cover page of reporting person
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: See row 5 of cover page of reporting person.
|
|
(ii)
|
Shared power to vote or to direct the vote: See row 6 of cover page of reporting person.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of See row 7 of cover page of reporting person.
|
|
(iv)
|
Shared power to dispose or to direct the disposition of See row 8 of cover page of reporting person.
|
(a)
|
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
|
(b)
|
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
|
|
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. M2R43K115
|
|
13G
|
|
Page 5 of 5 Pages
|
January 29, 2024
|
|
Date | |
/s/ Zim Rani
|
|
Signature
|
|
Zim Rani
|
|
Name/Title
|