Website Notice Block
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:
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. M68830104
|
13G
|
Page 2 of 7 Pages
|
|||
|
1
|
NAME OF REPORTING PERSONS
Lior Rosenberg
|
||
|
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
Israel
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
160,067 (*)
|
|
|
6
|
SHARED VOTING POWER
1,710,205 (**)
|
||
|
7
|
SOLE DISPOSITIVE POWER
160,067 (*)
|
||
|
8
|
SHARED DISPOSITIVE POWER
1,710,205(**)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,870,272 (*) (**)
|
||
|
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
8.68% (*) (**)
|
||
|
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
||
(*) includes 19,000 ordinary shares subject to currently exercisable options.
(**) Based on 21,550,300 ordinary shares issued and outstanding as of December 31, 2014, as reported in the annual report on the Form 20-F.
|
CUSIP No. M68830104
|
13G
|
Page 3 of 7 Pages
|
|||
|
1
|
NAME OF REPORTING PERSONS
L.R. Research & Development Ltd.
|
||
|
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
Israel
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
1,710,205 (*)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
1,710,205 (*)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,710,205 (*)
|
||
|
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
7.94% (*)
|
||
|
12
|
TYPE OF REPORTING PERSON (See instructions)
CO
|
||
(*) Based on 21,550,300 ordinary shares issued and outstanding as of December 31, 2014, as reported in the annual report on the Form 20-F.
Item 1. (a) Name of Issuer:
MediWound Ltd.
|
(b)
|
Address of Issuer's Principal Executive Offices:
42 Hayarkon Street Yavne 8122745, Israel
|
|
Item 2. (a)
|
Name of Person Filing:
Lior Rosenberg
L.R. Research and Development Ltd.
|
|
|
(b)
|
Address of Principal Business Office:
|
Lior Rosenberg – 42 Hayarkon Street Yavne 8122745, Israel
L.R. Research and Development Ltd. – 13 Harduf St. Omer 8496500, Israel
|
|
(c)
|
Citizenship:
|
Lior Rosenberg – Israel
L.R. Research and Development Ltd. – Israel
|
|
(d)
|
Title of Class of Securities:
Ordinary Shares, par value NIS 0.01 per share
|
|
|
(e)
|
CUSIP Number:
M68830104
|
|
Item 3.
|
Not Apllicable.
|
|
Item 4.
|
Ownership:
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
See rows 5-9 of cover page of each reporting person.
|
|
|
The securities reported herein are beneficially owned as follows:
|
|
|
·
|
160,067 Ordinary Shares, which amount includes 19.000 ordinary shares subject to currently exercisable options (representing 0.74% of the total Ordinary Shares outstanding) are owned directly by Lior Rosenberg.
|
|
|
·
|
1,710,205 Ordinary Shares (representing 7.94% of the total Ordinary Shares outstanding) are owned directly by L.R. Research and Development Ltd. in trust for the benefit of Lior Rosenberg. Because Mr. Rosenberg is the sole shareholder of L.R. Research and Development Ltd, he may be deemed to share beneficial ownership in the Ordinary Shares directly beneficially owned by L.R. Research and Development Ltd. Mr. Rosenberg disclaims beneficial ownership in the Ordinary Shares reported on this Schedule 13G except to the extent of his pecuniary interest therein.
|
4
|
|
(b)
|
Percent of class:
|
|
|
See row 11 of cover page of each reporting person
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above
|
|
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:
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group:
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group:
|
Not applicable.
|
Item 10.
|
Certification:
Not applicable.
|
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 13, 2015
|
/s/ Lior Rosenberg
_________________________
Lior Rosenberg
/s/ L.R. Research and Development Ltd.
______________________________
By: Lior Rosenberg
Title: Owner and Director
|
6
EXHIBIT NO. DESCRIPTION
|
Exhibit 1
|
Agreement of Joint Filing by and among the Reporting Persons, dated as of February 13, 2015.
|
7
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 13, 2015
|
/s/ Lior Rosenberg
_________________________
Lior Rosenberg
/s/ L.R. Research and Development Ltd.
________________________________
By: Lior Rosenberg
Title: Owner and Director
|