SEC Form SC 13G/A filed by Safe-T Group Ltd. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
ALARUM TECHNOLOGIES LTD.
(Name of Issuer)
ORDINARY SHARES / AMERICAN DEPOSITORY SHARES
(Title of Class of Securities)
78643B302
(CUSIP Number)
December 31, 2022
(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 (“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).
(Continued on following page(s))
| CUSIP No. 78643B302 | 13G | Page 2 of 5 |
| 1 | Name of Reporting Persons
Yotam Benattia |
| 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 |
5 | Sole Voting Power
2,784,740(1) |
| 6 | Shared Voting Power
0 | |
| 7 | Sole Dispositive Power(1)
2,784,740 | |
| 8 | Shared Dispositive Power
0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,784,740 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11 | Percent of Class Represented by Amount in Row (9)
8.5% (2) |
| 12 | Type of Reporting Person: |
| (1) | Includes 56,250 Ordinary Shares subject options, which are already vested, and an additional 11,250 options, which vest on February 25, 2023. The Reporting Person also owns options to purchase 78,750 Ordinary Shares which vest equally over seven quarters beginning on May 25, 2023. The amounts set forth in this Schedule 13G/A are presented after giving effect to a change of ratio between the American Depository Shares (the “ADSs”) and the Issuer’s Ordinary Shares, from a ratio of one (1) ADS to one (1) Ordinary Share to a new ratio of one (1) ADS to ten (10) Ordinary Shares that took place in November 2022. Reporting Person also received 192,866 Ordinary Shares in January 2023 pursuant to the Share Purchase Agreement, dated July 1, 2021, among Takoomi Ltd., Safe-T Group Ltd., CyberKick Ltd., Mr. Roni Lev and Mr. Yotam Benattia, which Ordinary Shares were not beneficially owned as of December 31, 2022. |
| (2) | Based on 32,628,044 Ordinary Shares outstanding as of November 23, 20212 as reported on the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on November 25, 2022. |
| CUSIP No. 78643B302 | 13G | Page 3 of 5 |
| ITEM 1 (a) | NAME OF ISSUER: Alarum Technologies Ltd. |
| ITEM 1 (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
30 Haarba’a Street, Tel Aviv, Israel 6473926
| ITEM 2 (a) | NAME OF PERSON FILING: |
Yotam Benattia
This Statement is filed by:
Yotam Benattia
The foregoing is referred to as the "Reporting Person" in this Statement.
| ITEM 2 (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
The address of the Reporting Person is: 113 Rothchild Boulevard, Tel Aviv, Israel 6527113
| ITEM 2 (c) | CITIZENSHIP: |
Israel
| ITEM 2 (d) | TITLE OF CLASS OF SECURITIES: |
Ordinary Shares
| ITEM 2 (e) | CUSIP NUMBER: |
78643B302
| ITEM 3 | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): |
Not applicable
| ITEM 4 | OWNERSHIP |
| (a) | AMOUNT BENEFICIALLY OWNED: |
2,784,740 Ordinary Shares(1)
| (1) | Includes 56,250 Ordinary Shares subject options, which are already vested, and an additional 11,250 options, which vest on February 25, 2023. The Reporting Person also owns options to purchase 78,750 Ordinary Shares which vest equally over seven quarters beginning on May 25, 2023. The amounts set forth in this Schedule 13G/A are presented after giving effect to a change of ratio between the American Depository Shares (the “ADSs”) and the Issuer’s Ordinary Shares, from a ratio of one (1) ADS to one (1) Ordinary Share to a new ratio of one (1) ADS to ten (10) Ordinary Shares that took place in November 2022. Reporting Person also received 192,866 Ordinary Shares in January 2023 pursuant to the Share Purchase Agreement, dated July 1, 2021, among Takoomi Ltd., Safe-T Group Ltd., CyberKick Ltd., Mr. Roni Lev and Mr. Yotam Benattia, which Ordinary Shares were not beneficially owned as of December 31, 2022. |
| CUSIP No. 78643B302 | 13G | Page 4 of 5 |
| (b) | PERCENT OF CLASS: |
8.5%
| (c) | NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: |
| (i) | SOLE POWER TO VOTE OR DIRECT THE VOTE |
2,784,740 Ordinary Shares
| (ii) | SHARED POWER TO VOTE OR DIRECT THE VOTE |
0 Shares
| (iii) | SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
2,784,740 Ordinary Shares
| (iv) | SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
0 Shares
| 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 A GROUP |
Not applicable
| ITEM 9 | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
| 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.
| CUSIP No. 78643B302 | 13G | Page 5 of 5 |
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.
February 8, 2023
| /s/ Yotam Benattia | |
| Yotam Benattia |