UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
February 28, 2009

 

SCHEDULE 13G

Estimated average burden hours per response. . 10.4

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Allot Communications Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

M0854Q 10 5

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

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 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).

 



 

 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Partech International Growth Capital I LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
469,537

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
469,537

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
469,537

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.2%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

 

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Partech International Growth Capital III LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
533,565

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
533,565

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
533,565

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.5%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
46th Parallel LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,003,102

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,003,102

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,003,102

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Double Black Diamond II LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
32,016

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
32,016

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
32,016

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.2%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
AXA Growth Capital II LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
224,098

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
224,098

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
224,098

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
48th Parallel LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
224,098

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
224,098

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
224,098

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Multinvest LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
21,346

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
21,346

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,346

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ParVenture Japan Managers LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
21,346

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
21,346

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,346

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Par SF LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,227,200

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,227,200

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,227,200

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vendome Capital LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,248,546

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,248,546

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,248,546

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thomas G. McKinley

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,280,562

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,280,562

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,562

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 



 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vincent R. Worms

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,280,562

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,280,562

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,562

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 



 

 

Item 1.

 

(a)

Name of Issuer
Allot Communications Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
22 Hanagar Street, Industrial Zone B, Hod-Hasharon, 45240 Israel

 

Item 2.

 

(a)

Name of Person Filing
Partech International Growth Capital I LLC (“PIGC I”)

Partech International Growth Capital III LLC (“PIGC II”)

AXA Growth Capital II L.P. (“AXGC II”)

Double Black Diamond II LLC (“Double Black”)

Multinvest LLC (“Multinvest”)

46th Parallel LLC (“46th Parallel”)

48th Parallel LLC (“48th Parallel”)

ParVenture Japan Managers LLC (“ParVenture Japan”)

Par SF LLC (“Par SF”)

Vendome Capital (“Vendome”)

Thomas G. McKinley (“McKinley”)

Vincent R. Worms (“Worms”)

 

(b)

Address of Principal Business Office or, if none, Residence
Principal office for PIGC I, PIGC II, Double Black, Multinvest, ParVenture Japan, and 46th Parallel:

Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman Islands

 

Principal office for 48th Parallel and Par SF:

1209 Orange Street, Wilmington, DE 19801

 

Principal office for AXGC II:

Clarendon House, 2 Church Street, PO Box HM 666, Hamilton, Bermuda HM CX

 

Principal office for Vendome Capital LLC:

325 Front Street, PMB 410, Evanston, WY 82930

 

Principal office for Thomas G. McKinley and Vincent R. Worms:

50 California Street, Suite 3200, San Francisco, CA 94111

 

(c)

Citizenship
PIGC I, PIGC III, Double Black, Multinvest, 46th Parallel, and ParVenture Japan are Cayman Island companies limited by guarantee.  AXGC II is a Bermuda Limited Partnership.  Par SF and 48th Parallel are Delaware Limited Liability Companies.  Vendome Capital is a Wyoming Limited Liability Company.  McKinley is a citizen of the United States.  Worms is a citizen of France.

 

(d)

Title of Class of Securities
Ordinary Shares

 

(e)

CUSIP Number
M0854Q 10 5

 



 

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

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:   

PIGC I is recordholder of 469,537 shares of Ordinary Shares of the Issuer as of December 31, 2006.  46th Parallel is the managing member of PIGC I, Par SF  the managing member of 46th Parallel, Worms and Vendome the managing members of Par SF and McKinley, the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by PIGC I.  Such persons and entities disclaim beneficial ownership of shares held by PIGC I except to the extent of pecuniary interest therein.

 

PIGC III is recordholder of 533,565 shares of Ordinary Shares of the Issuer as of December 31, 2006.  46th Parallel is the managing member of PIGC III, Par SF  the managing member of 46th Parallel, Worms and Vendome the managing members of Par SF and McKinley, the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by PIGC III.  Such persons and entities disclaim beneficial ownership of shares held by PIGC III except to the extent of pecuniary interest therein.

 

AXGC II is recordholder of 224,098 shares of Ordinary Shares of the Issuer as of December 31, 2006.  48th Parallel is the managing member of AXGC II, Par SF  the managing member of 48th Parallel, Worms and Vendome the managing members of Par SF and McKinley, the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by AXGC II.  Such persons and entities disclaim beneficial ownership of shares held by AXGC II except to the extent of pecuniary interest therein.

 

Multinvest is recordholder of 21,346 shares of Ordinary Shares of the Issuer as of December 31, 2006.  ParVenture Japan is the managing member of Multinvest, Worms and Vendome, the managing members of ParVenture Japan and McKinley, the managing member of Vendome, may be deemed to share voting and dispositive power over the shares held by Multinvest.  Such persons and entities disclaim beneficial ownership of shares held by Multinvest except to the extent of pecuniary interest therein.

 

Double Black is recordholder of 32,016 shares of Ordinary Shares of the Issuer as of December 31, 2006.  Worms and McKinley, the managing members of Double Black, may be deemed to share voting and dispositive power over the shares held by Double Black and disclaim beneficial ownership of shares held by Double Black except to the extent of pecuniary interest therein.

 

(b)

Percent of class:   

 

PIGC I

 

2.2%

PIGC III

 

2.5%

46th Parallel

 

4.8%

AXGC II

 

1.1%

48th Parallel

 

1.1%

Double Black

 

0.2%

Multinvest

 

0.1%

ParVenture Japan

 

0.1%

Par SF

 

5.8%

Vendome Capital LLC

 

5.9%

McKinley

 

6.1%

Worms

 

6.1%

 

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

PIGC I

 

469,537

PIGC III

 

533,565

46th Parallel

 

1,003,102

AXGC II

 

224,098

48th Parallel

 

224,098

Double Black

 

32,016

Multinvest

 

21,346

ParVenture Japan

 

21,346

Par SF

 

1,227,200

Vendome Capital LLC

 

1,248,546

McKinley

 

1,280,562

Worms

 

1,280,562

 

 

 

 

 

 



 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

PIGC I

 

469,537

PIGC III

 

533,565

46th Parallel

 

1,003,102

AXGC II

 

224,098

48th Parallel

 

224,098

Double Black

 

32,016

Multinvest

 

21,346

ParVenture Japan

 

21,346

Par SF

 

1,227,200

Vendome Capital LLC

 

1,248,546

McKinley

 

1,280,562

Worms

 

1,280,562

 

 

 

 

 

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   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

N/A

 

Item 8.

Identification and Classification of Members of the Group

 

N/A

 

Item 9.

Notice of Dissolution of Group

 

N/A

 

Item 10.

Certification

 

 

 



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 12, 2007

 

Date

 

 

 

 

 

/s/ Thomas G. McKinley

 

 

Signature

 

 

 

 

 

 

 

 

Partech International Growth Capital I LLC

 

 

By: 46th Parallel, LLC, Managing Member

 

 

 

PAR SF, LLC, Managing Member

 

 

 

Vendome Capital LLC, Managing Member

 

 

 

Thomas G. McKinley, Managing Member

 

 

 

 

 

 

 

 

 

February 12, 2007

 

 

Date

 

 

 

 

 

/s/ Thomas G. McKinley

 

 

Signature

 

 

 

 

 

 

 

 

Partech International Growth Capital III LLC

 

 

By: 46th Parallel, LLC, Managing Member

 

 

 

PAR SF, LLC, Managing Member

 

 

 

Vendome Capital LLC, Managing Member

 

 

 

Thomas G. McKinley, Managing Member

 

 

 

 

 

 

 

 

 

February 12, 2007

 

 

Date

 

 

 

 

 

/s/ Thomas G. McKinley

 

 

Signature

 

 

 

 

 

 

 

 

AXA Growth Capital II LP

 

 

By: 48th Parallel, LLC, Managing Member

 

 

 

PAR SF, LLC, Managing Member

 

 

 

Vendome Capital LLC, Managing Member

 

 

 

Thomas G. McKinley, Managing Member

 

 

 

 

 

 

 

 

 

February 12, 2007

 

 

Date

 

 

 

 

 

/s/ Thomas G. McKinley

 

 

Signature

 

 

 

 

 

 

 

 

Multinvest LLC

 

 

By: ParVenture Japan Managers, LLC, Managing Member

 

 

 

Vendome Capital LLC, Managing Member

 

 

 

Thomas G. McKinley, Managing Member

 

 

 

 

 

 

 

 

 

February 12, 2007

 

 

Date

 

 

 

 

 

/s/ Thomas G. McKinley

 

 

Signature

 

 

 

 

 

 

 

 

Double Black Diamond II LLC

 

 

By: Thomas G. McKinley, Managing Member