CUSIP No. M0854Q105
|
Schedule 13G
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Page 2 of 15 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
101,791 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.
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|
6
|
SHARED VOTING POWER
See response to row 5.
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||
7
|
SOLE DISPOSITIVE POWER
101,791 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.
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||
8
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SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,791 shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%*
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12
|
TYPE OF REPORTING PERSON
CO
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CUSIP No. M0854Q105
|
Schedule 13G
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Page 3 of 15 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
0 shares
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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%*
|
12
|
TYPE OF REPORTING PERSON
PN
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CUSIP No. M0854Q105
|
Schedule 13G
|
Page 4 of 15 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
0 shares
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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%*
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. M0854Q105
|
Schedule 13G
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Page 5 of 15 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
0 shares
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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%*
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. M0854Q105
|
Schedule 13G
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Page 6 of 15 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
0 shares
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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%*
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. M0854Q105
|
Schedule 13G
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Page 7 of 15 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
0 shares
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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%*
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. M0854Q105
|
Schedule 13G
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Page 8 of 15 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
157,381 shares**, of which 101,791 shares are directly owned by TFVCII. GP, the 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 TFVCII except to the
extent of its pecuniary interest therein.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
||
7
|
SOLE DISPOSITIVE POWER
157,381 shares**, of which 101,791 shares are directly owned by TFVCII. GP, the 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 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
157,381 shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%*
|
12
|
TYPE OF REPORTING PERSON
OO
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CUSIP No. M0854Q105
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Schedule 13G
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Page 10 of 15 Pages
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(a)
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Name of Issuer:
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Allot Communications, Ltd. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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(a)
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Name of Person Filing:
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(b)
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Address of Principal Business Office or, if none, Residence:
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(c)
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Citizenship:
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(d)
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Title of Class of Securities: Ordinary Shares
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(e)
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CUSIP Number: M0854Q105
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Item 3.
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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
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(a)
|
o
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Broker or dealer registered under section 15 of the Act
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act |
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1(ii)(E)
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)
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CUSIP No. M0854Q105
|
Schedule 13G
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Page 11 of 16 Pages
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(g)
|
o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)
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(h)
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o
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A savings association as defined in section 3(b) of the Federal Deposit Insurance Act
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(i)
|
o
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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
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(j)
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o
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Group, in accordance with §240.13d-1(b)-1(ii)(J)
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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 row 9 of cover page for each Reporting Person.
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(b)
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Percent of Class:
|
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See row 11 of cover page for each Reporting Person. Percentages for all Reporting Persons are based on 29,921,911 Ordinary Shares of the Issuer, reported as the number of Ordinary Shares outstanding immediately following the closing of a public offering of Ordinary Shares on November 15, 2011, as reported on Form 424B5, filed on November 11, 2011, and assumes the exercise of options to purchase 30,000 Ordinary Shares held by Mr. Saul.
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(c)
|
Number of shares as to which such person has:
|
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(i) Sole power to vote or to direct the vote:
|
|
See row 5 of cover page for each Reporting Person.
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Item 5.
|
Ownership of Five Percent or Less of a Class
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
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CUSIP No. M0854Q105
|
Schedule 13G
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Page 12 of 16 Pages
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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
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Item 8.
|
Identification and Classification of Members of the Group
|
Item 9.
|
Notice of Dissolution of Group
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Item 10.
|
Certification
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 12 of 15 Pages
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CUSIP No. M0854Q105
|
Schedule 13G
|
Page 13 of 15 Pages
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 14 of 15 Pages
|
CUSIP No. M0854Q105
|
Schedule 13G
|
Page 16 of 16 Pages
|