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    SEC Form SC 13G/A filed

    2/12/21 4:08:55 PM ET
    $EVGN
    Agricultural Chemicals
    Industrials
    Get the next $EVGN alert in real time by email
    SC 13G/A 1 p21-0612sc13ga.htm EVOGENE LTD.
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
     
    SCHEDULE 13G/A
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*
     
      Evogene Ltd.  
    (Name of Issuer)
     
      Ordinary Shares, par value NIS 0.02 per share  
    (Title of Class of Securities)
     
      M4119S104  
    (CUSIP Number)
     
      December 31, 2020  
    (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)
    x Rule 13d-1(c)
    ¨ Rule 13d-1(d)
     
    (Page 1 of 7 Pages)
           

     

    ______________________________

    *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).

     

    CUSIP No. M4119S104 13G/A Page 2 of 7 Pages

     

    1

    NAME OF REPORTING PERSON

     

    Senvest Management, LLC

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    473,657

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    473,657

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    473,657

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    1.33%

    12

    TYPE OF REPORTING PERSON

    OO, IA

             

     

     

    CUSIP No. M4119S104 13G/A Page 3 of 7 Pages

     

     

    1

    NAME OF REPORTING PERSON

     

    Richard Mashaal

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Canada

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    473,657

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    473,657

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    473,657

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    1.33%

    12

    TYPE OF REPORTING PERSON

    IN, HC

             

     

     

    CUSIP No. M4119S104 13G/A Page 4 of 7 Pages

     

     

    Item 1(a). Name of Issuer.
       
      Evogene Ltd. (the “Issuer”)

     

    Item 1(b). Address of Issuer’s Principal Executive Offices.
       
     

    13 Gad Feinstein Street

    Park Rehovot P.O.B 2100

    Rehovot 7612002 Israel

     

    Item 2(a). Name of Person Filing.
       
     

    This statement is filed by Senvest Management, LLC and Richard Mashaal.

     

      The reported securities are held in the accounts of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP (collectively, the “Investment Vehicles”).
       
      Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management, LLC’s position as investment manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the managing member of Senvest Management, LLC. None of the foregoing should be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
       
    Item 2(b). Address of Principal Business Office.
       
      Senvest Management, LLC
      540 Madison Avenue, 32nd Floor
      New York, New York 10022
       
      Richard Mashaal
      c/o Senvest Management, LLC
      540 Madison Avenue, 32nd Floor
      New York, New York 10022
       
    Item 2(c). Place of Organization.
       
     

    Senvest Management, LLC – Delaware

    Richard Mashaal – Canada

     

    Item 2(d). Title of Class of Securities.
       
      Ordinary Shares, par value NIS 0.02 per share

     

    Item 2(e). CUSIP Number.
       
      M4119S104

     

    CUSIP No. M4119S104 13G/A Page 5 of 7 Pages

     

    Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:

     

      (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 association 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) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
      (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.

     

    Item 4. Ownership.
       
      The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G/A are calculated based upon an aggregate of  35,574,954 Ordinary Shares, reported to be outstanding in the Company’s Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on November 2, 2020.

     

    CUSIP No. M4119S104 13G/A Page 6 of 7 Pages

     

     

    Item 5. Ownership of Five Percent or Less of a Class.
       
      If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:ý

     

    Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
       
      The Investment Vehicles have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Ordinary Shares.

     

    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
       
      Not applicable.

     

    Item 8. Identification and Classification of Members of the Group.
       
      Not applicable.

     

    Item 9. Notice of Dissolution of Group.
       
      Not applicable.

     

    Item 10. Certification.
       
      By signing below each Reporting Person certifies that, to the best of his or its 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. M4119S104 13G/A Page 7 of 7 Pages

     

    SIGNATURES

    After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

     

    Date:  February 12, 2021  
      SENVEST MANAGEMENT, LLC
       
      By:  /s/ Bobby Trahanas
      Name:  Bobby Trahanas
      Title:    Chief Compliance Officer
       
       
       
       
      /s/ Richard Mashaal
      RICHARD MASHAAL

     

     

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