UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(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)
(Amendment No. 12)
MIND C.T.I. Ltd.
(Name of Issuer)
Ordinary Shares, NIS 0.01 nominal value
(Title of Class of Securities)
M7024010
(CUSIP Number)
January 29, 2024
(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)
☐ 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 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 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. M7024010 | ||
| SCHEDULE 13G | ||
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Monica Iancu (formerly Eisinger) | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (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 |
| 3,121,527 | ||
| 6. | SHARED VOTING POWER | |
| None | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 3,121,527 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| None |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 3,121,527 | |||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||
| Not Applicable | ☐ | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
| 15.46% | |||
| 12. | TYPE OF REPORTING PERSON* | ||
| IN | |||
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Item 1
(a). Name of Issuer:
MIND C.T.I. Ltd.
(b). Address of Issuer’s Principal Executive Offices:
2 HaCarmel, Yoqneam 2066724 Israel
Item 2
(a). Name of Person Filing:
Monica Iancu (formerly Eisinger)
(b). Address of Principal Business Office, or if None, Residence:
64 Pinkas, Tel Aviv, Israel
(c). Citizenship:
Israel
(d). Title of Class of Securities:
Ordinary shares, NIS 0.01 nominal value (“Ordinary Shares”)
(e). CUSIP Number:
M7024010
Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable
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Item 4. Ownership.
(a) Amount beneficially owned:
3,121,527
(b) Percent of class:
15.46%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
3,121,527
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
3,121,527
(iv) Shared power to dispose or to direct the disposition of
None
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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. Certifications.
Not Applicable
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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.
| January 29, 2024 | |
| Date | |
| /s/ Monica Iancu | |
| Monica Iancu | |
| Name/Title |
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