13D Filing: Ibex Investors LLC and Blue Sphere Corp. (BLSP)

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 12 amends and supplements the statement on Schedule 13D originally filed by Ibex Investors LLC (“Ibex Investors”), formerly known as Lazarus Management Company LLC, Justin B. Borus, Ibex Israel Fund 1 LLLP (“Ibex Israel 1”), formerly known as Lazarus Israel Opportunities Fund LLLP, Ibex Israel Fund LLLP (“Ibex Israel”), formerly known as Lazarus Israel Opportunities Fund II LLLP and Ibex Microcap Fund LLLP (“Ibex Microcap”), formerly known as Lazarus Investment Partners LLLP.  Ibex Investors, Mr. Borus, Ibex Israel 1, Ibex Israel and Ibex Microcap are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.”  Ibex Israel 1, Ibex Israel and Ibex Microcap are collectively referred to as the “Funds.”  A joint filing agreement of the Reporting Persons is attached hereto as Exhibit A.  All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D.  The information set forth in response to each Item shall be deemed to be a response to all Items where such information is relevant.

Item 4.  Purpose of Transaction.

On September 1, 2017, in connection with the creation of a master-feeder fund structure, Ibex Israel 1 transferred 324,754 shares of common stock (“Shares”) and warrants to purchase an additional 96,154 Shares (“Warrants”) of the Issuer into Ibex Israel in exchange for partnership interests in Ibex Israel.

Item 5.  Interest in Securities of the Issuer.

(a)-(e)  Reference is made to Items 7, 9, 11 and 13 of pages 2-6 of this Schedule, which items are incorporated by reference.  The securities reported on this Schedule by Ibex Israel consist of 442,780 Shares and 117,133 Warrants.  The securities reported by Ibex Microcap consist of 67,696 Shares and 17,483 Warrants.  The securities reported by Ibex Investors and Mr. Borus consists of the sums of the Shares and Warrants held by the Funds.  The calculation of percentage of beneficial ownership in Item 13 of pages 2-6 was calculated based on 3,682,762 Shares outstanding as of August 6, 2017 as reported by the Issuer in its 10-Q filed on August 7, 2017.  All securities holdings reported herein reflect a 130-for-1 reverse stock split of the Issuer’s common stock effected by the Issuer on March 24, 2017.

Ibex Investors is the investment adviser of the Funds, and consequently may be deemed to have voting control and investment discretion over securities owned by the Funds. Mr. Borus is the manager of Ibex Investors and may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Ibex Investors.   The foregoing should not be construed in and of itself as an admission by Ibex Investors or Mr. Borus as to beneficial ownership of the Shares or Warrants owned by the Funds.  Each of Ibex Investors and Mr. Borus disclaims beneficial ownership of the Shares and Warrants set forth in this Schedule 13D, except to the extent of its or his pecuniary interests therein and each Fund disclaims beneficial ownership of any Shares and Warrants owned by any other Fund.

On September 1, 2017, in connection with the transaction described in Item 4 above, Ibex Israel 1 transferred 324,754 Shares and 96,154 Warrants to Ibex Israel and, as a result, ceased to be a beneficial owner of more than five percent of the class of securities.

Item 7.  Material to Be Filed as Exhibits.

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.

Dated:  September 6, 2017