Amended Statement of Beneficial Ownership (sc 13d/a)
02 Mayo 2018 - 1:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 6)*
Arcturus
Therapeutics Ltd.
(Name of Issuer)
Ordinary Shares, par value of NIS 0.07
(Title of Class of Securities)
M1492T105
(CUSIP Number)
Jeffrey Baumel
Dentons US LLP
1221 Avenue of the Americas
New York, NY 10020-1089
(
212) 768 5374
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
May 2, 2018
(Date of Event Which Requires Filing of
This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨
.
Note:
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other
parties to whom copies are to be sent.
*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 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 the 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).
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4
CUSIP NO. M1492T105
1
|
NAME OF REPORTING PERSON
Joseph E. Payne
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,465,097*
|
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8
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SHARED VOTING POWER
- 0 -
|
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9
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SOLE DISPOSITIVE POWER
1,465,097*
|
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10
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SHARED DISPOSITIVE POWER
- 0 -
|
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,465,097*
|
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
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14
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TYPE OF REPORTING PERSON
IN
|
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*Includes 366,274 ordinary shares that are subject to repurchase
pursuant to a Common Stock Purchase Agreement, dated March 4, 2013, as amended on September 27, 2017, by and between the reporting
person and Arcturus Therapeutics, Inc.
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CUSIP NO. M1492T105
This Amendment No. 6
(
“
Amendment
No. 6
”) amends and supplements the Schedule 13D, dated February 6, 2018 (the “
Original Schedule 13D
”),
and filed with the Securities and Exchange Commission (the “
SEC
”) on February 6, 2018 (Amendment No. 6, and
collectively, with the Original Schedule 13D, as amended on February 13, 2018, April 4, 2018, April 13, 2018, April 18, 2018, and
April 23, 2018 the “
Schedule 13D
”), with respect to the Common Stock, par value 0.07 NIS per share (“
Common
Stock
”), of Joseph E. Payne. Capitalized terms used but not defined herein shall have the respective meanings set forth
in the Schedule 13D.
Unless otherwise indicated, the responses
to each item below are applicable to and incorporated by reference into the response of the Reporting Person.
Item 4. Purpose of Transaction
.
Item 4 of the Original Schedule 13D is hereby amended and supplemented
as follows:
On May 2, 2018, the Reporting Person issued
a press release to comment on the recent decision of the Israeli District Court to enjoin Arcturus Therapeutics Ltd. (“Arcturus”)
from consummating a proposed 24.9% dilutive share issuance. A copy of the press release is attached hereto as Exhibit I and is
incorporated by reference in this Item 4 in its entirety.
Other than as described above and as previously
described in the Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result
in (although he reserves the right to develop such plan or proposal) any transaction, change or event specified in Item 3 of the
Schedule 13D.
Item 7. Material to be Filed as Exhibits.
In addition to the exhibits to the Original Schedule 13D, the
following additional documents are filed as exhibits hereto and are incorporated herein by reference:
Exhibit I Press Release dated
May 2, 2018.
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CUSIP NO. M1492T105
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 2, 2018
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/s/ Joseph E. Payne
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Joseph E. Payne
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