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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
MediWound Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M68830104
(CUSIP Number)
December 31, 2014
(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).
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CUSIP No. M68830104
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13G
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Page 2 of 9 Pages
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| 1 | NAME OF REPORTING PERSONS
Clal Industries Ltd.
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) o
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| 3 | SEC Use Only |
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5 | SOLE VOTING POWER
---
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| 6 | SHARED VOTING POWER
9,789,555 (*)
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| 7 | SOLE DISPOSITIVE POWER
---
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| 8 | SHARED DISPOSITIVE POWER
9,789,555 (*)
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,789,555 (*)
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| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
o
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
45.43% (*) (**)
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| 12 |
TYPE OF REPORTING PERSON (See instructions)
IN
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 21,550,300 ordinary shares outstanding as of December 31, 2014, as provided by the issuer.
2
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CUSIP No. M68830104
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13G
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Page 3 of 9 Pages
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| 1 | NAME OF REPORTING PERSONS
Clal Biotechnology Industries Ltd.
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) o
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| 3 | SEC Use Only |
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5 | SOLE VOTING POWER
---
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| 6 | SHARED VOTING POWER
9,789,555 (*)
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| 7 | SOLE DISPOSITIVE POWER
---
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| 8 | SHARED DISPOSITIVE POWER
9,789,555 (*)
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,789,555 (*)
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| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
o
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
45.43% (*) (**)
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| 12 |
TYPE OF REPORTING PERSON (See instructions)
CO
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 21,550,300 ordinary shares outstanding as of December 31, 2014, as provided by the issuer.
3
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CUSIP No. M68830104
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13G
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Page 4 of 9 Pages
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| 1 | NAME OF REPORTING PERSONS
Clal Life Sciences L.P
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) o
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| 3 | SEC Use Only |
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5 | SOLE VOTING POWER
---
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| 6 | SHARED VOTING POWER
8,208,973 (*)
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| 7 | SOLE DISPOSITIVE POWER
---
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| 8 | SHARED DISPOSITIVE POWER
8,208,973 (*)
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,208,973 (*)
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| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
o
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.09% (*) (**)
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| 12 |
TYPE OF REPORTING PERSON (See instructions)
CO
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 21,550,330 ordinary shares outstanding as of December 31, 2014, as reported to the reporting person by the issuer.
4
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Item 1.
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(a) |
Name of Issuer:
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MediWound Ltd.
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(b)
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Address of Issuer's Principal Executive Offices:
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42 Hayarkon Street Yavne 8122745, Israel
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Item 2.
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(a) |
Name of Person Filing:
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Clal Industries Ltd.
Clal Biotechnology Industries Ltd.
Clal Life Sciences L.P
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(b)
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Address of Principal Business Office:
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Clal Industries Ltd. – 3 Azrieli Center, Triangle Tower 45th Floor, Tel Aviv 6702301, Israel
Clal Biotechnology Industries Ltd. – 12 Aba Hillel Silver, Ramat Gan 52506, Israel
Clal Life Sciences L.P – 42 Hayarkon Street, Yavne 81227, Israel
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(c)
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Citizenship:
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Clal Industries Ltd. – Israel
Clal Biotechnology Industries Ltd. – Israel
Clal Life Sciences L.P – Israel
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(d)
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Title of Class of Securities:
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Ordinary Shares, par value NIS 0.01 per share
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(e)
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CUSIP Number:
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M68830104
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Item 3.
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Not applicable
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Item 4.
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Ownership:
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(a)
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Amount beneficially owned:
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See rows 5-9 of cover page of each reporting person.
5
The securities reported herein are beneficially owned as follows:
· 1,580,582 Ordinary Shares (representing 7.33% of the total Ordinary Shares outstanding) are owned directly by Clal Biotechnology Industries Ltd. ("CBI").
· 8,208,973 Ordinary Shares (representing 38.09% of the total Ordinary Shares outstanding) are owned directly by Clal Life Sciences L.P. ("Life Sciences").
The general partner of Life Sciences is Clal Application Center Ltd., which is wholly owned by CBI. Clal Industries Ltd. ("Clal Industries") owns the majority of the outstanding shares of, and controls, CBI. By reason of such control, Clal Industries may be deemed to be beneficial owner of, and to share the power to vote and dispose of, the Shares beneficially owned by CBI. Clal Industries disclaims beneficial ownership of the CBI shares.
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(b)
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Percent of class:
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See row 11 of cover page of each reporting person
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See row 5 of cover page of each reporting person
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(ii)
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Shared power to vote or to direct the vote:
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See row 6 of cover page of each reporting person and note in Item 4(a) above
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(iii)
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Sole power to dispose or to direct the disposition of:
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See row 7 of cover page of each reporting person
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(iv)
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Shared power to dispose or to direct the disposition of:
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See row 8 of cover page of each reporting person and note in Item 4(a) above
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certification:
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Not applicable
7
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, 2015
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Clal Industries Ltd.
/s/ Yehuda Ben Ezra
By: Yehuda Ben Ezra
Title: VP Comptroller
/s/ Nufar Malovani
By: Nufar Malovani
Title: VP Legal Advisor & Corporate Secretary
Clal Biotechnology Industries Ltd.
/s/ Orit Lidor
By: Orit Lidor
Title: VP and Legal Counsel
/s/ Gil Milner
By: Gil Milner
Title: CFO
Clal Life Sciences L.P
/s/ Moti Hacham
By Clal Application Center Ltd. (G.P.)By: Moti Hacham
Title: Authorized signatory
/s/ Gil Milner
By Clal Application Center Ltd. (G.P.)
By: Gil Milner
Title: Director
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8
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EXHIBIT NO.
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DESCRIPTION
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Exhibit 1
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Agreement of Joint Filing by and among the Reporting Persons, dated as of February 12, 2015.
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9
Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of MediWound Ltd. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
February 12, 2015
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Clal Industries Ltd.
/s/ Yehuda Ben Ezra
By: Yehuda Ben Ezra
Title: VP Comptroller
/s/ Nufar Malovani
By: Nufar Malovani
Title: VP Legal Advisor & Corporate Secretary
Clal Biotechnology Industries Ltd.
/s/ Orit Lidor
By: Orit Lidor
Title: VP and Legal Counsel
/s/ Gil Milner
By: Gil Milner
Title: CFO
Clal Life Sciences L.P
/s/ Moti Hacham
By Clal Application Center Ltd. (G.P.)
By: Moti Hacham
Title: Authorized signatory
/s/ Gil Milner
By Clal Application Center Ltd. (G.P.)
By: Gil Milner
Title: Director
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