zk1415071.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
(Name of Issuer)
Ordinary Shares (par value NIS 0.40 per share)
(Title of Class of Securities)
(CUSIP Number)
Dror Harel-Elkayam
CFO & Secretary
Attunity Ltd.
16 Atir Yeda Street, Atir Yeda Industrial Park, Kfar Saba, 4464321, Israel
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o
* 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 on 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 (the "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).
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1
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shimon Alon
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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3
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4
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SOURCE OF FUNDS*
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
1,471,375 (1)
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8
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9
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SOLE DISPOSITIVE POWER
1,471,375 (1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.62 % (1)
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14
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TYPE OF REPORTING PERSON*
IN
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(1) See Item 5.
EXPLANATORY NOTE
This Amendment No. 12 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on January 9, 2004 (as amended on June 6, 2004, January 3, 2006, March 9, 2006, November 6, 2006, March 1, 2007, January 26, 2009, June 8, 2009, March 1, 2011, February 8, 2012, May 9, 2013 and September 9, 2013, the “Schedule 13D”) by Shimon Alon (the "Reporting Person") in respect of the Ordinary Shares, par value NIS 0.40 each (“Ordinary Shares”), of Attunity Ltd., an Israeli company (the “Issuer”).
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented, as follows:
The Reporting Person financed the exercise of the stock options, described in Item 4 below by using his own personal funds.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented, as follows:
Exercise of Options and Partial Sale of Underlying Shares. On June 3, 2014, the Reporting Person exercised, in full, his options to purchase 240,000 Ordinary Shares for a total exercise price of $288,000, or $1.20 per share. All of these options that were granted in June 2008, as part of the Reporting Person employment agreement, were scheduled to expire on June 11, 2014.
Following said exercise of the options, also on June 3, 2014, the Reporting Person sold 170,000 Ordinary Shares in open market transactions at a price per share of $8.0068, or, in the aggregate, a total sale price of $1,361,156. The sale proceeds were primarily used by the Reporting Person to cover the said exercise price of $288,000 and the approximate tax liability associated with his exercise of the stock options to 240,000 shares .This is because, under applicable tax law, the mere exercise of the stock options is a taxable event for the Reporting Person requiring immediate payment of taxes at marginal income tax rate.
The purpose of the exercise of said options into 240,000 Ordinary Shares and related disposition of 170,000 Ordinary Shares was for investment purposes (as a result of these transactions, the overall number of outstanding Ordinary Shares held by the Reporting Person increased by 70,000 Ordinary Shares, from 1,247,505 to 1,317,505 Ordinary Shares). Consistent with his investment purpose, the Reporting Person may, at any time and from time to time, acquire additional Ordinary Shares or dispose of any or all of its Ordinary Shares depending upon an ongoing evaluation of his investment in the Ordinary Shares, prevailing market conditions and other investment opportunities and considerations.
Except as may be provided otherwise herein, the Reporting Person does not presently have any other plans or proposals which would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of the Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer’s business or corporate structure, (vi) any changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above. However, due to changing circumstances, the Reporting Person may in the future elect otherwise and reserves his right to review or reconsider his position or change his purpose, or formulate plans or proposals, with respect to the Ordinary Shares.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information given herein below is based on 14,907,171 Ordinary Shares outstanding as of May 29, 2014.
(a) and (b)
Mr. Alon beneficially owns, and has the sole power to vote and dispose of, a total of 1,471,375 Ordinary Shares consisting of (i) 1,317,505 Ordinary Shares; (ii) 19,703 Ordinary Shares issuable upon exercise of warrants that expire on December 30, 2014 at an exercise price of $0.48 per Ordinary Share; and (iii) 134,167 Ordinary Shares issuable upon exercise of stock options, exercisable within 60 days of May 29, 2014, at exercise prices ranging from $1.00 to $9.68 per Ordinary Share. These options expire between December 31, 2015 and December 22, 2017.
The 1,471,375 Ordinary Shares beneficially owned by Mr. Alon represent approximately 9.62% of the issued and outstanding Ordinary Shares of the Issuer.
(c) Except for the exercise of the options into 240,000 Ordinary Shares and the disposition of 170,000 Ordinary Shares described in Item 4 above, the Reporting Person has not effected any transactions in the Ordinary Shares in the 60 days preceding the date hereof.
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.
Date: June 4, 2014
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/s/ Shimon Alon
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Shimon Alon
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5