CUSIP No. M0854Q105
|
Schedule 13G
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Page 2 of 16 Pages
|
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Tamir Fishman Venture Capital II Ltd. (“TFVCII”)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) x
|
||
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
804,842 shares, except that Tamir Fishman Ventures II LLC (“GP”), which holds management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by TFVCII except to the extent of its pecuniary interest therein.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
||
7
|
SOLE DISPOSITIVE POWER
804,842 shares, except that GP, which holds management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by TFVCII except to the extent of its pecuniary interest therein.
|
||
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
804,842 shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.51%
|
12
|
TYPE OF REPORTING PERSON*
CO
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CUSIP No. M0854Q105
|
Schedule 13G
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Page 3 of 16 Pages
|
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Tamir Fishman Ventures II (Cayman Islands) LP (“CAYMAN”)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) x
|
||
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
138,310 shares, except that GP, the general partner of CAYMAN, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by CAYMAN except to the extent of its pecuniary interest therein.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
||
7
|
SOLE DISPOSITIVE POWER
138,310 shares, except that GP, the general partner of CAYMAN, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by CAYMAN except to the extent of its pecuniary interest therein.
|
||
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,310 shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. M0854Q105
|
Schedule 13G
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Page 4 of 16 Pages
|
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Tamir Fishman Ventures II LP (“TFVII”)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,165,014 shares, except that GP, the general partner of TFVII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by TFVII except to the extent of its pecuniary interest therein.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
||
7
|
SOLE DISPOSITIVE POWER
1,165,014 shares, except that GP, the general partner of TFVII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by TFVII except to the extent of its pecuniary interest therein.
|
||
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,165,014 shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 5 of 16 Pages
|
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Tamir Fishman Ventures II CEO Fund LP (“CEO”)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) x
|
||
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
12,980 shares, except that GP, the general partner of CEO, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by CEO except to the extent of its pecuniary interest therein.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
||
7
|
SOLE DISPOSITIVE POWER
12,980 shares, except that GP, the general partner of CEO, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by CEO except to the extent of its pecuniary interest therein.
|
||
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,980 shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06%
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 6 of 16 Pages
|
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Tamir Fishman Ventures II CEO (US) Fund LP (“CEOUS”)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
54,543 shares, except that GP, the general partner of CEOUS may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by CEOUS except to the extent of its pecuniary interest therein.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
||
7
|
SOLE DISPOSITIVE POWER
54,543 shares, except that GP, the general partner of CEOUS, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by CEOUS except to the extent of its pecuniary interest therein.
|
||
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,543 shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.24%
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 7 of 16 Pages
|
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Tamir Fishman Ventures II (Israel) LP (“ISRAEL”)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) x
|
||
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
155,904 shares, except that GP, the general partner of ISRAEL may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by ISRAEL except to the extent of its pecuniary interest therein.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
||
7
|
SOLE DISPOSITIVE POWER
155,904 shares, except that GP, the general partner of ISRAEL may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by ISRAEL except to the extent of its pecuniary interest therein.
|
||
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,904 shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.68%
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 8 of 16 Pages
|
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Tamir Fishman Ventures II LLC (“GP”)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,357,843 shares**, of which 804,842 shares are directly owned by TFVCII, 138,310 shares are directly owned by CAYMAN, 1,165,014 shares are directly owned by TFVII, 12,980 shares are directly owned by CEO, 54,543 shares are directly owned by CEOUS and 155,904 shares are directly owned by ISRAEL. GP, the general partner of CAYMAN, TFVII, CEO, CEOUS and ISRAEL and holder of management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by CAYMAN, TFVII, CEO, CEOUS, ISRAEL and TFVCII except to the extent of its pecuniary interest therein.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
||
7
|
SOLE DISPOSITIVE POWER
2,357,843 shares**, of which 804,842 shares are directly owned by TFVCII, 138,310 shares are directly owned by CAYMAN, 1,165,014 shares are directly owned by TFVII, 12,980 shares are directly owned by CEO, 54,543 shares are directly owned by CEOUS and 155,904 shares are directly owned by ISRAEL. GP, the general partner of CAYMAN, TFVII, CEO, CEOUS and ISRAEL and holder of management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. GP disclaims beneficial ownership of the shares held by CAYMAN, TFVII, CEO, CEOUS, ISRAEL and TFVCII except to the extent of its pecuniary interest therein.
|
||
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,357,843 shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.27%
|
12
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No. M0854Q105
|
Schedule 13G
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Page 9 of 16 Pages
|
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Shai Saul (“SAUL”)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) x
|
||
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
2,357,843 shares**, of which 804,842 shares are directly owned by TFVCII, 138,310 shares are directly owned by CAYMAN, 1,165,014 shares are directly owned by TFVII, 12,980 shares are directly owned by CEO, 54,543 shares are directly owned by CEOUS and 155,904 shares are directly owned by ISRAEL. SAUL, general partner of GP, the general partner of CAYMAN, TFVII, CEO, CEOUS and ISRAEL and holder of management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. SAUL disclaims beneficial ownership of the shares held by CAYMAN, TFVII, CEO, CEOUS, ISRAEL and TFVCII except to the extent of its pecuniary interest therein.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
||
7
|
SOLE DISPOSITIVE POWER
2,357,843 shares**, of which 804,842 shares are directly owned by TFVCII, 138,310 shares are directly owned by CAYMAN, 1,165,014 shares are directly owned by TFVII, 12,980 shares are directly owned by CEO, 54,543 shares are directly owned by CEOUS and 155,904 shares are directly owned by ISRAEL. SAUL, general partner of GP, the general partner of CAYMAN, TFVII, CEO, CEOUS and ISRAEL and holder of management rights over the shares of Issuer owned by TFVCII, may be deemed to have sole power to vote these shares. SAUL disclaims beneficial ownership of the shares held by CAYMAN, TFVII, CEO, CEOUS, ISRAEL and TFVCII except to the extent of its pecuniary interest therein.
|
||
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,357,843 shares**
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.27%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 10 of 16 Pages
|
|
(a)
|
Name of Issuer:
|
|
Allot Communications, Ltd. (the “Issuer”)
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
(a)
|
Name of Person Filing:
|
(b)
|
Address of Principal Business Office or, if none, Residence:
|
(c)
|
Citizenship:
|
(d)
|
Title of Class of Securities: Ordinary Shares
|
(e)
|
CUSIP Number: M0854Q105
|
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: Not Applicable
|
|
(a)
|
o
|
Broker or dealer registered under section 15 of the Act
|
|
(b)
|
o
|
Bank as defined in section 3(a)(6) of the Act |
|
(c)
|
o
|
Insurance company as defined in section 3(a)(19) of the Act
|
|
(d)
|
o
|
Investment company registered under section 8 of the Investment Company Act of 1940
|
|
(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)
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 11 of 16 Pages
|
|
(g)
|
o
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)
|
|
(h)
|
o
|
A savings association as defined in section 3(b) of the Federal Deposit Insurance Act
|
|
(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
|
|
(j)
|
o
|
Group, in accordance with §240.13d-1(b)-1(ii)(J)
|
Item 4.
|
Ownership
|
|
(a)
|
Amount Beneficially Owned:
|
|
See row 9 of cover page for each Reporting Person.
|
(b)
|
Percent of Class:
|
|
See row 11 of cover page for each Reporting Person. Percentages for all Reporting Persons are based on 22,961,227 Ordinary Shares of the Issuer outstanding as reported in Issuer’s Form F-3/A filed on January 5, 2011, and assumes the exercise of options to purchase 26,250 Ordinary Shares held by Mr. Saul.
|
(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 for each Reporting Person.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 12 of 16 Pages
|
Item 8.
|
Identification and Classification of Members of the Group
|
Item 9.
|
Notice of Dissolution of Group
|
Item 10.
|
Certification
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 13 of 16 Pages
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 14 of 16 Pages
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 15 of 16 Pages
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 16 of 16 Pages
|