SEC Form SC 13G/A filed by MediWound Ltd. (Amendment)
$MDWD
Medicinal Chemicals and Botanical Products
Health Care
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Amendment No. 1)*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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MEDIWOUND LTD.
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(Name of Issuer)
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Ordinary Shares, par value NIS 0.07 per share
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(Title of Class of Securities)
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M68830112
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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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 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. M68830112
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1
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Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only). |
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Deep Insight Limited Partnership
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☒
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(b) ☐
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3
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SEC Use only
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4
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Place of Organization
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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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0
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6
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Shared Voting Power
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959,652 Shares *
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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959,652 Shares *
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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959,652 Shares *
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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10.4%**
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12
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Type of Reporting Person :
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PN
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* See Item 4.
** Based on 9,219,261 Ordinary Shares issued and outstanding as of September 30, 2023 (as reported by the Issuer in Exhibit 99.1 to its Report on Form
6-K filed with the Securities and Exchange Commission on November 21, 2023). See Item 4.
CUSIP NO. M68830112
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1
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Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only). |
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Deep Insight Fund GP Limited Partnership
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☒
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(b) ☐
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3
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SEC Use only
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4
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Place of Organization
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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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0
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6
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Shared Voting Power
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959,652 Shares *
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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959,652 Shares *
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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959,652 Shares *
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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10.4%**
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12
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Type of Reporting Person :
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PN
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* See Item 4.
** Based on 9,219,261 Ordinary Shares issued and outstanding as of September 30, 2023 (as reported by the Issuer in Exhibit 99.1 to its Report on Form
6-K filed with the Securities and Exchange Commission on November 21, 2023). See Item 4.
CUSIP NO. M68830112
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1
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Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only). |
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Deep Insight GP Ltd.
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☒
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(b) ☐
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3
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SEC Use only
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4
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Place of Organization
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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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0
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6
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Shared Voting Power
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959,652 Shares *
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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959,652 Shares *
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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959,652 Shares *
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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10.4%**
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12
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Type of Reporting Person :
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CO
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* See Item 4.
** Based on 9,219,261 Ordinary Shares issued and outstanding as of September 30, 2023 (as reported by the Issuer in Exhibit 99.1 to its Report on Form
6-K filed with the Securities and Exchange Commission on November 21, 2023). See Item 4.
CUSIP NO. M68830112
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1
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Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only). |
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Deep Insight Management Ltd.
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☒
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(b) ☐
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3
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SEC Use only
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4
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Place of Organization
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Israel
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|||
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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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0
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|||
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||||
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6
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Shared Voting Power
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959,652 Shares *
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|||
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||||
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7
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Sole Dispositive Power
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0
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|||
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||||
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8
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Shared Dispositive Power
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959,652 Shares *
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|||
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||||
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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959,652 Shares *
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|||
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||||
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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|||
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||||
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11
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Percent of Class Represented by Amount in Row (9)
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10.4%**
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12
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Type of Reporting Person :
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CO
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* See Item 4.
** Based on 9,219,261 Ordinary Shares issued and outstanding as of September 30, 2023 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the
Securities and Exchange Commission on November 21, 2023). See Item 4.
CUSIP NO. M68830112
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1
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Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only). |
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Barak Ben-Eliezer
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☒
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(b) ☐
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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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Place of Organization
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Israel
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|||
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||||
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Number of
Shares Beneficially
Owned by Each
Reporting
Person
With:
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5
|
Sole Voting Power
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0
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|||
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||||
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6
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Shared Voting Power
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959,652 Shares *
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|||
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||||
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7
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Sole Dispositive Power
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0
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|||
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||||
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8
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Shared Dispositive Power
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959,652 Shares *
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|||
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||||
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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959,652 Shares *
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|||
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||||
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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|||
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||||
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11
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Percent of Class Represented by Amount in Row (9)
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10.4%**
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12
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Type of Reporting Person :
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IN
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* See Item 4.
** Based on 9,219,261 Ordinary Shares issued and outstanding as of September 30, 2023 (as reported by the Issuer in Exhibit 99.1 to its Report on Form
6-K filed with the Securities and Exchange Commission on November 21, 2023). See Item 4.
CUSIP NO. M68830112
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1
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Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only). |
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Dr. Eyal Kishon
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☒
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(b) ☐
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|||
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3
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SEC Use only
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4
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Place of Organization
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Israel
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|||
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||||
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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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0
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|||
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||||
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6
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Shared Voting Power
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959,652 Shares *
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|||
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||||
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7
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Sole Dispositive Power
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0
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||||
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8
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Shared Dispositive Power
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959,652 Shares *
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|||
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||||
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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959,652 Shares *
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|||
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||||
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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|||
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||||
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11
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Percent of Class Represented by Amount in Row (9)
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10.4%**
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|||
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12
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Type of Reporting Person :
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IN
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* See Item 4.
** Based on 9,219,261 Ordinary Shares issued and outstanding as of September 30, 2023 (as reported by the Issuer in Exhibit 99.1 to its Report on Form
6-K filed with the Securities and Exchange Commission on November 21, 2023). See Item 4.
Item 1.
| (a) |
Name of Issuer:
MEDIWOUND LTD. (the “Issuer”). |
| (b) |
Address of Issuer’s Principal Executive Offices:
42 Hayarkon Street, Yavne, Israel 8122745.
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Item 2.
| (a)-(c) |
Name of Person Filing, address and citizenship:
The following entities are referred to as the “Reporting Persons” in this Statement:
Deep Insight Limited Partnership (“Deep Insight”), an Israeli limited partnership, with a principal business address at 2 Rachel Imeinu St., Modiin, Israel 7177190.
Deep Insight Fund GP Limited Partnership (“Deep Insight GP LP”), an Israeli limited partnership, with a principal business address at 2 Rachel Imeinu St., Modiin, Israel 7177190.
Deep Insight GP Ltd. (“Deep Insight GP Company”), an Israeli private company, with a principal business address at 2 Rachel Imeinu St., Modiin, Israel 7177190.
Deep Insight Management Ltd. (“Deep Insight Management”), an Israeli private company, with a principal business address at 2 Rachel Imeinu St., Modiin, Israel 7177190.
Barak Ben-Eliezer, an Israeli citizen, with a principal business address at c/o Deep Insight Limited Partnership, 2 Rachel Imeinu St., Modiin, Israel 7177190.
Dr. Eyal Kishon, an Israeli citizen, with a principal business address at c/o Deep Insight Limited Partnership, 2 Rachel Imeinu St., Modiin, Israel 7177190.
Each of the Reporting Persons are filing this Statement jointly with one another pursuant to an agreement annexed as Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on
December 2, 2022.
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| (d) |
Title of Class of Securities:
Ordinary Shares, par value NIS 0.07 per share (the “Shares” or “Ordinary Shares”).
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| (e) |
CUSIP Number:
M68830112
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| 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:
Not applicable.
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| Item 4. |
Ownership
The 959,652 Ordinary Shares reported herein include 408,397 Ordinary Shares that are issuable upon the exercise of warrants held directly by Deep Insight. Deep
Insight GP LP is the sole general partner of Deep Insight, Deep Insight GP Company is the sole general partner of Deep Insight GP LP, Deep Insight Management is the management company of Deep Insight GP LP and each of Barak Ben-Eliezer
and Dr. Eyal Kishon hold 50% of the outstanding shares of Deep Insight GP Company and Deep Insight Management. Deep Insight GP LP, Deep Insight GP Company, Deep Insight Management, Barak Ben-Eliezer and Dr. Eyal Kishon may be deemed to
share voting and dispositive power with respect to the Ordinary Shares that are beneficially owned by Deep Insight. While they are included herein as Reporting Persons, Barak Ben-Eliezer and Dr. Eyal Kishon disclaim beneficial ownership
of the Ordinary Shares reported by Deep Insight herein.
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| Item 5. |
Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ☐.
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| Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person
Not applicable.
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| 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.
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| Item 8. |
Identification and Classification of Members of the Group
Not applicable.
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| Item 9. |
Notice of Dissolution of Group
Not applicable.
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| Item 10. |
Certifications
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, other than
activities solely in connection with a nomination under § 240.14a-11.
|
SIGNATURES
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.
|
January 8, 2024
|
|
Deep Insight Limited Partnership
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By: /s/ Barak Ben-Eliezer
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Name, Title: Barak Ben-Eliezer, Managing Partner
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Deep Insight Fund GP Limited Partnership
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By: /s/ Barak Ben-Eliezer
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Name, Title: Barak Ben-Eliezer, Managing Partner
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Deep Insight GP Ltd.
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By: /s/ Barak Ben-Eliezer
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Name, Title: Barak Ben-Eliezer, Director
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Deep Insight Management Ltd.
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By: /s/ Barak Ben-Eliezer
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Name, Title: Barak Ben-Eliezer, Director
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Barak Ben-Eliezer
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By: /s/ Barak Ben-Eliezer
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Dr. Eyal Kishon
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By: /s/ Dr. Eyal Kishon
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