UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
| Caesarstone Sdot Yam Ltd. |
| (Name of Issuer) |
| Ordinary Shares |
| (Title of Class of Securities) |
| 001125913 |
| (CUSIP Number) |
| December 31, 2013 |
| (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)
x 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 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 ("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. 001125913 | 13G/A | Page 2 of 12 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tene Management Investment in Kibbutzim Ltd. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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 0* | |
| 6. | SHARED VOTING POWER 0* | ||
| 7. | SOLE DISPOSITIVE POWER 0* | ||
| 8. | SHARED DISPOSITIVE POWER 0* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%* | |
| 12. | TYPE OF REPORTING PERSON (see instructions) CO |
* Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of ordinary shares of Caesarstone Sdot Yam Ltd. (the “Issuer”) directly beneficially owned by Tene Investments in Quartz Surfaces L.P. and ordinary shares of the Issuer directly beneficially owned by Tene Investments in Quartz Surfaces B (Parallel) L.P. Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd. Tenram Ltd., which is wholly-owned by Ariel Helperin, is a major shareholder of Tenram—Funds Management Ltd. Therefore, each of Tenram—Funds Management Ltd , Tenram Ltd and Mr. Helperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP. Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Helperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G/A except to the extent of their respective pecuniary interest therein. On April 12, 2013, the Issuer filed a registration statement, pursuant to which Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP sold 6,480,250 and 1,511,000 ordinary shares of the Issuer, respectively. Accordingly, as of December 31, 2013, Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP did not own any ordinary shares of the Issuer. Calculations are based on 34,739,315 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated January 16, 2014. This Amendment No.1 to Schedule 13G (“Schedule 13G/A”) is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P. Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 to the original Schedule 13G filed with the SEC on February 14, 2013 and indicates that the Tene Entities and Ariel Halperin have each ceased to be the beneficial owner of more than five percent of the ordinary shares of the Issuer.
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| CUSIP No. 001125913 | 13G/A | Page 3 of 12 Pages |
| 1. | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tene Investments in Quartz Surfaces L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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 0* | |
| 6. | SHARED VOTING POWER 0* | ||
| 7. | SOLE DISPOSITIVE POWER 0* | ||
| 8. | SHARED DISPOSITIVE POWER 0* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0* | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |
| 12. | TYPE OF REPORTING PERSON (see instructions) PN |
| 3 |
| CUSIP No. 001125913 | 13G/A | Page 4 of 12 Pages |
| 1. | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tene Investments in Quartz Surfaces B (Parallel) L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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 0* | |
| 6. | SHARED VOTING POWER 0* | ||
| 7. | SOLE DISPOSITIVE POWER 0* | ||
| 8. | SHARED DISPOSITIVE POWER 0* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0* | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%* | |
| 12. | TYPE OF REPORTING PERSON (see instructions) PN |
| 4 |
| CUSIP No. 001125913 | 13G/A | Page 5 of 12 Pages |
| 1. | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tenram –Funds Management Ltd. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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 0* | |
| 6. | SHARED VOTING POWER 0* | ||
| 7. | SOLE DISPOSITIVE POWER 0* | ||
| 8. | SHARED DISPOSITIVE POWER 0* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0* | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%* | |
| 12. | TYPE OF REPORTING PERSON (see instructions) CO |
| 5 |
| CUSIP No. 001125913 | 13G/A | Page 6 of 12 Pages |
| 1. | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tenram Ltd. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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 0* | |
| 6. | SHARED VOTING POWER 0* | ||
| 7. | SOLE DISPOSITIVE POWER 0* | ||
| 8. | SHARED DISPOSITIVE POWER 0* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0* | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%* | |
| 12. | TYPE OF REPORTING PERSON (see instructions) CO |
| 6 |
| CUSIP No. 001125913 | 13G/A | Page 7 of 12 Pages |
| 1. | NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ariel Halperin | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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 0* | |
| 6. | SHARED VOTING POWER 0* | ||
| 7. | SOLE DISPOSITIVE POWER 0* | ||
| 8. | SHARED DISPOSITIVE POWER 0* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0* | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%* | |
| 12. | TYPE OF REPORTING PERSON (see instructions) IN |
| 7 |
| CUSIP No. 001125913 | 13G/A | Page 8 of 12 Pages |
Item 1.
| (a) | Name of Issuer Caesarstone Sdot-Yam Ltd. | |
| (b) | Address of Issuer’s Principal Executive Offices Kibbutz Sdot Yam MP Menashe Israel 37804 |
Item 2.
| (a) |
Name of Person Filing Tene Investments in Quartz Surfaces B (Parallel) LP Tene Management Investments in Kibbutzim Ltd. Tenram – Funds Management Ltd. Tenram Ltd. Ariel Halperin
| |
|
Tene Management Investments in Kibbutzim Ltd is the general partner of each of Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP and may be deemed to be an indirect beneficial owner of securities directly owned by such entities. Tenram—Funds Management Ltd. is the major shareholder of Tene Management Investments in Kibbutzim Ltd with the ability to appoint a majority of the directors of Tene Management Investments in Kibbutzim Ltd. Tenram Ltd., which is wholly-owned by Ariel Helperin, is a major shareholder of Tenram—Funds Management Ltd. Therefore, each of Tenram—Funds Management Ltd. Tenram Ltd and Mr. Helperin may be deemed indirect beneficial owners of the securities of the Issuer directly owned by Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP. Each of Tene Investments in Quartz Surfaces LP, Tene Investments in Quartz Surfaces B (Parallel) LP, Tene Management Investments in Kibbutzim Ltd., Tenram – Funds Management Ltd., Tenram Ltd., and Mr. Helperin disclaims beneficial ownership of the securities of the Issuer reported in this Schedule 13G/A except to the extent of their respective pecuniary interest therein. The address of all of the entities above and of Mr. Helperin is Tene Investment Funds is 4 Berkovich Street, Tel Aviv, Israel.
| ||
| (b) |
Address of the Principal Office or, if none, residence Tel Aviv | |
| (c) | Citizenship Israel | |
| (d) | Title of Class of Securities Ordinary Shares | |
| (e) |
CUSIP Number 001125913 |
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). |
| 8 |
| CUSIP No. 001125913 | 13G/A | Page 9 of 12 Pages |
| (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 associations 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) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) |
Amount beneficially owned:
Tene Investments in Quartz Surfaces LP 0 Tene Investments in Quartz Surfaces B (Parallel) LP 0 Tene Management Investments in Kibbutzim Ltd. 0 Tenram – Funds Management Ltd. 0 Tenram Ltd. 0 Ariel Halperin 0 |
| (b) |
Percent of class:
Tene Investments in Quartz Surfaces LP 0%* Tene Investments in Quartz Surfaces B (Parallel) LP 0%* Tene Management Investments in Kibbutzim Ltd. 0%* Tenram – Funds Management Ltd. 0%* Tenram Ltd. 0%* Ariel Halperin 0%* |
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: See item 5 of each cover page. | |||
| (ii) | Shared power to vote or to direct the vote: See item 6 of each cover page. | |||
| (iii) | Sole power to dispose or to direct the disposition of: See item 7 of each cover page. | |||
| (iv) |
Shared power to dispose or to direct the disposition of: See item 8 of each cover page. | |||
| 9 |
| CUSIP No. 001125913 | 13G/A | Page 10 of 12 Pages |
* On April 12, 2013, the Issuer filed a registration statement, pursuant to which Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP sold 6,480,250 and 1,511,000 ordinary shares of the Issuer, respectively. Accordingly, as of December 31, 2013, Tene Investments in Quartz Surfaces LP and Tene Investments in Quartz Surfaces B (Parallel) LP did not own any ordinary shares of the Issuer. Calculations are based on 34,739,315 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated January 16, 2014. Calculations are based on 34,739,315 Ordinary Shares of the Issuer outstanding as reported in the Issuer’s Proxy Statement, dated January 16, 2014. This Schedule 13G/A is filed jointly by Tene Investments in Quartz Surfaces L.P., Tene Investments in Quartz Surfaces B (Parallel) L.P., Tene Management Investments in Kibbutzim Ltd., Tenram - Funds Management Ltd., and Tenram Ltd. (collectively, the “Tene Entities”) and Ariel Halperin, pursuant to the Joint Filing Agreement among the Tene Entities and Ariel Halperin filed as Exhibit 99.2 to the original Schedule 13G filed with the SEC on February 14, 2013 and indicates that the Tene Entities and Ariel Halperin have each ceased to be the beneficial owner of more than five percent of the ordinary shares of the Issuer.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See Item 4, above.
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. The reporting persons expressly disclaim membership in a “group” as used in Section 13d-1(b)(1)(ii)(K).
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
Not applicable
| 10 |
| CUSIP No. 001125913 | 13G/A | Page 11 of 12 Pages |
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.
| Dated February 14, 2014. | Tene Investments in Quartz Surfaces LP, by its general partner |
| Tene Management Investments in Kibbutzim Ltd. | |
| By:/s/ Ariel Halperin | |
| By: Ariel Halperin | |
| By:/s/ Dori Brown | |
| By: Dori Brown | |
| Tene Investments in Quartz Surfaces B (Parallel) LP, by its general partners | |
| Tene Management Investments in Kibbutzim Ltd. | |
| By:/s/ Ariel Halperin | |
| By: Ariel Halperin | |
| By:/s/ Dori Brown | |
| By: Dori Brown | |
| Tene Management Investments in Kibbutzim Ltd. | |
| By:/s/ Ariel Halperin | |
| By: Ariel Halperin, attorney-in-fact | |
| By:/s/ Dori Brown | |
| By: Dori Brown, attorney-in-fact | |
| Teneram-Funds Management Ltd. | |
| By:/s/ Ariel Halperin | |
| By: Ariel Halperin, attorney-in-fact | |
| Teneram Ltd. | |
| By:/s/ Ariel Halperin | |
| By: Ariel Halperin, attorney-in-fact | |
| /s/ Ariel Halperin | |
| Ariel Halperin |
| 11 |
| CUSIP No. 001125913 | 13G/A | Page 12 of 12 Pages |
| EXHIBIT NO. | DESCRIPTION | |
| Exhibit 99.1 | Powers of Attorney, filed with the original Schedule 13G on February 14, 2013 | |
| Exhibit 99.2 | Joint Filing Agreement, dated February 14, 2013, filed with the original Schedule 13G on February 14, 2013 |
| 12 |