Filing Details

Accession Number:
0001178913-24-000529
Form Type:
13G Filing
Publication Date:
2024-02-13 19:00:00
Filed By:
Kishon Eyal
Company:
Valens Semiconductor Ltd.
Filing Date:
2024-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Genesis Partners III 0 0 0 0 0 0.00%
Valens S.P.V 0 0 0 0 0 0.00%
Eyal Kishon 338,090 0 338,090 0 338,090 0.32%
Filing


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
 
(Amendment No. 2)*
 
Valens Semiconductor Ltd.
(Name of Issuer)
 
Ordinary Shares, no par value
(Title of Class of Securities)
 
M9607U 115
(CUSIP Number)
 
December 31, 2023
(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)
 
 
 
 
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 on the remainder of this cover page shall not be deemed to be “filed” for 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. M9607U 115
13G/A
Page 2 of 8 Pages
1
NAME OF REPORTING PERSONS
 
Genesis Partners III L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐
(b)  ☐
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
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.00%
12
TYPE OF REPORTING PERSON
 
PN

  

CUSIP No. M9607U 115
13G/A
Page 2 of 8 Pages
1
NAME OF REPORTING PERSONS
 
Valens S.P.V.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐
(b)  ☐
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
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.00%
12
TYPE OF REPORTING PERSON
 
PN

  

CUSIP No. M9607U 115
13G/A
Page 2 of 8 Pages
1
NAME OF REPORTING PERSONS
 
Eyal Kishon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐
(b)  ☐
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
 
338,090
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
338,090
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
338,090
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.32%(1)
12
TYPE OF REPORTING PERSON
 
IN

(1)
Based on 104,160,646 ordinary shares issued and outstanding of as of February 8, 2024, based on information provided by the Issuer on February 8, 2024.
  

Item 1(a)
Name of Issuer:
 
 
Valens Semiconductor Ltd. (the “Issuer”)
 
Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
 
8 Hanagar St. POB 7152, Hod Hasharon 4501309, Israel.

Item 2(a)
Name of Person Filing:

 
The following entities and individual, listed in (i)-(iii) below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “Statement”), are referred to herein collectively as the “Reporting Persons”:


(i)
Genesis Partners III L.P. (“Genesis III”)

(ii)
Valens S.P.V. (“SPV”)

(iii)
Eyal Kishon (the “Reporting Individual”)

 
In March 2023, SPV sold 500,000 ordinary shares of the Issuer and completed a pro rata distribution in-kind of 998,825 to its partners for no consideration. Genesis III is controlled by the Reporting Individual, who is the General Partner of Genesis III.

As of the date hereof, Genesis III and SPV do not beneficially own any ordinary shares of the Issuer.

Item 2(b)
Address or Principal Business Office or, if none, Residence:
 
 
13 Basel Street, Herzliya, 4666013, Israel.

Item 2(c)
Citizenship:
 
 
The citizenship or state of organization, as applicable, of each Reporting Person is as follows:


(i)
Genesis III— Israel

(ii)
SPV— Israel

(iii)
Reporting Individual— Israel
 
Item 2(d)
Title of Class of Securities:
 
 
Ordinary Shares, no par value

Item 2(e)
CUSIP Number:
 
 
M9607U 115

Item 3
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:
 
 
Not applicable.
 
Item 4
Ownership.
 
 
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which are incorporated by reference herein.
 
Item 5
Ownership of Five Percent or Less of a Class.
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following
 
5
Item 6
Ownership of More than Five Percent on Behalf of Another Person.
 
 
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
Certifications.
 
 
Not applicable.

6
 
SIGNATURES
 
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: February 14, 2024
   
     
 
GENESIS PARTNERS III L.P
     
 
By:
 /s/ Eyal Kishon
 
Name:
 Eyal Kishon
 
Title:
 General Partner
     
   
 VALENS S.P.V.
     
 
By:
 /s/ Eyal Kishon
 
Name:
 Eyal Kishon
 
Title:
 General Partner
     
   
 /s/ Eyal Kishon
   
 Eyal Kishon
 
7

EXHIBITS
 
Exhibit 1 – Joint Filing Agreement pursuant to Rule 13d-1(k)(1)

8