SEC Form SC 13G/A filed by CollPlant Biotechnologies Ltd (Amendment)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CollPlant Biotechnologies Ltd.
(Name of Issuer)
Ordinary
Shares, par value NIS 1.5 per share (including Ordinary Shares represented by American
Depositary Shares (ADSs) at a ratio of one
Ordinary Share per each ADS)
(Title of Class of Securities)
19516R107
(CUSIP Number)
George Walter Loewenbaum Grantor Retained Annuity Trust I
George Walter Loewenbaum Grantor Retained Annuity Trust II
George Walter Loewenbaum Grantor Retained Annuity Trust V
Lillian S. Loewenbaum Grantor Retained Annuity Trust I
Lillian S. Loewenbaum Grantor Retained Annuity Trust IV
The Waterproof Partnership, Ltd.
The Loewenbaum 1992 Trust
George Walter Loewenbaum
Elizabeth S. Loewenbaum
Lillian S. Loewenbaum
c/o Lillian S. Loewenbaum
1000 Westbank Dr., Ste #2A
Austin, TX 78746
Copy to:
Jason R. Schendel
Sheppard, Mullin, Richter & Hampton LLP
Four Embarcadero Center
Embarcadero Ctr., 17th Floor
San Francisco, CA 94111
(650) 815-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2021
(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) x Rule 13d-1(c) ¨ 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 (the “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. 19516R107 | Page 2 of 19 |
| 1. | Name of Reporting Person: George Walter Loewenbaum | |
| 2. | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power: 719,134 Ordinary Shares(1) |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 719,134 Ordinary Shares(1) | |
| 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 719,134 Ordinary Shares(1) | |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row (9): 6.73%(2) | |
| 12. | Type of Reporting Person (See Instructions): IN | |
(1) Consists of (a) 60,000 shares of the Issuer’s ordinary shares underlying American Depository Shares (“ADSs”) held by the Walter Loewenbaum Trust, (b) 4,134 ordinary shares underlying ADSs held by the Reporting Person directly, and (c) 655,000 ordinary shares underlying ADSs held by the Reporting Person in an IRA.
(2) Based on 10,691,622 ordinary shares of the Issuer issued and outstanding as of September 30, 2021 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of November 2021 filed with the SEC on November 18, 2021).
| -2- |
| CUSIP No. 19516R107 | Page 3 of 19 |
| 1. | Name of Reporting Person: Lillian S. Loewenbaum | |
| 2. | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power: 34,381 Ordinary Shares(1) |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 34,381 Ordinary Shares(1) | |
| 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 34,381 Ordinary Shares(1) | |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row (9): 0.32%(2) | |
| 12. | Type of Reporting Person (See Instructions): IN | |
(1) Consists of (a) 10,000 shares of the Issuer’s ordinary shares underlying ADSs held in the Lillian Shaw Loewenbaum Trust, and (b) 24,381 shares of the Issuer’s ordinary shares underlying ADSs held by the Reporting Person directly.
(2) Based on 10,691,622 ordinary shares of the Issuer issued and outstanding as of September 30, 2021 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of November 2021 filed with the SEC on November 18, 2021).
| -3- |
| CUSIP No. 19516R107 | Page 4 of 19 |
| 1. | Name of Reporting Person: Elizabeth S. Loewenbaum | |
| 2. | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power: 10,000 Ordinary Shares |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 10,000 Ordinary Shares | |
| 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 10,000 Ordinary Shares | |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row (9): 0.09%(1) | |
| 12. | Type of Reporting Person (See Instructions): IN | |
(1) Based on 10,691,622 ordinary shares of the Issuer issued and outstanding as of September 30, 2021 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of November 2021 filed with the SEC on November 18, 2021).
| -4- |
| CUSIP No. 19516R107 | Page 5 of 19 |
| 1. | Name of Reporting Person: George Walter Loewenbaum Grantor Retained Annuity Trust I | |
| 2. | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization: Texas | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power: 866 Ordinary Shares |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 866 Ordinary Shares | |
| 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 866 Ordinary Shares | |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ |
| 11. | Percent of Class Represented by Amount in Row (9): 0.01%(1) | |
| 12. | Type of Reporting Person (See Instructions): OO | |
(1) Based on 10,691,622 ordinary shares of the Issuer issued and outstanding as of September 30, 2021 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K for the month of November 2021 filed with the SEC on November 18, 2021).
| -5- |
| CUSIP No. 19516R107 | Page 6 of 19 |
| 1. | Name of Reporting Person: George Walter Loewenbaum Grantor Retained Annuity Trust II | |
| 2. | Check the Appropriate Box if a Member of a Group |
(a) ¨ |