UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
magicJack Vocaltec, Ltd.
(Name of Issuer)
Class A Common stock
(Title of Class of Securities)
0001005699
(CUSIP Number)
Spencer Grimes
Twinleaf Management, LLC
131 Brookwood Lane,
New Canaan, CT 06840
(203) 594-1441
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 2017
(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 ss.ss.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 ss.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 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 ("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).
1 Names of Reporting Persons
Twinleaf Management, LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
|
4 Source of Funds (See Instructions) OO
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Connecticut, USA
7 Sole Voting Power 0
8 Shared Voting Power 409,241
9 Sole Dispositive Power 0
10 Shared Dispositive Power 409,241
|
11 Aggregate Amount Beneficially Owned by each Reporting
Person
409,241
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
2.5%
14 Type of Reporting Person (See Instructions)
IA
As of December 21, 2017 Twinleaf Management, LLC is the
beneficial owner of 409,241 shares of Class A Common
Stock of magicJack Vocaltec, Ltd. The shares are allocated
across nine (9) discretionary client accounts (the
"Client Accounts"). Such clients have the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities. No such
client contains an interest relating to more than five
percent (5%) of the class of securities.
1 Names of Reporting Persons
Spencer Grimes, Managing Member of Twinleaf Management,
LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
|
4 Source of Funds (See Instructions) OO
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization USA
7 Sole Voting Power 0
8 Shared Voting Power 409,241
9 Sole Dispositive Power 0
10 Shared Dispositive Power 409,241
|
11 Aggregate Amount Beneficially Owned by each Reporting
Person
409,241
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
2.5%
14 Type of Reporting Person (See Instructions)
IN/HC
* As of December 21, 2017 Twinleaf Management, LLC is the
beneficial owner of 409,241 shares of Class A Common Stock
of magicJack Vocaltec, Ltd. The shares are allocated across
nine (9) discretionary client accounts (the "Client
Accounts"). Such clients have the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities. No such client
contains an interest relating to more than five percent (5%)
of the class of securities. Spencer Grimes is the Managing
Member of Twinleaf Management, LLC and as a result possesses
the power to vote and dispose or direct the disposition
of all the shares referred to above, thus may be deemed to
beneficially own a total of 2.5% shares of Class A Common Stock.
The following constitutes Amendment No. 1 ("Amendment
No. 1") to the Schedule 13D (the "Schedule 13D" or the
"Statement") filed by the undersigned relating to the
Ordinary Shares, with no par value (the "Ordinary Shares"),
of magicJack VocalTec, Ltd., a company organized under the
laws of the State of Israel (the "Issuer"). The principal
executive office of the Issuer is located at 12 Beni Gaon Street,
Building 2b Poleg Industrial Area, Netanya, Israel 42504.
This Amendment No. 1 amends the Schedule 13D as
specifically set forth herein.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Shares reported owned by each
person named herein is based on 16,115,383 Ordinary Shares
outstanding shares of Class A Common Stock outstanding as of
the date of this Amendment 1. As of the close of business on
the date hereof, Twinleaf Management, LLC, as the investment
advisor to nine (9) discretionary client accounts, may be
deemed to beneficially own the 409,241 shares of Class A
Common Stock spread across the Client Accounts.
Spencer Grimes, as the Managing Member of Twinleaf Management,
LLC, may be deemed to beneficially own the 409,241 shares
of magicJack Vocaltec Ltd's Class A Common Stock spread across
the Client Accounts.
(b) The Reporting Persons possess the shared power to vote and to
direct the disposition of the securities held by the Reporting
Persons.
(c) The Reporting Persons conducted the following transactions on
the in the past sixty (60) days. All of the following
transactions were conducted on the open market and effectuated by
Twinleaf Management, LLC for the benefit of the Client
Accounts:
Sale of Common Stock 11/9/17 - 186,231 shares at $8.37
Sale of Common Stock 12/21/17 - 229,797 shares at $8.45
(d) The Client Accounts of Twinleaf Management, LLC have the
right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Shares.
No such client owns more than five percent (5%) of the Class A
Common stock nor any other class of stock of the Issuer.
(e) On December 21, 2017, the Reporting Persons ceased to be the
beneficial owners of five percent of the outstanding Ordinary
Shares.
SIGNATURE
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.
January 5, 2018
TWINLEAF MANAGEMENT, LLC
/s/ Spencer Grimes
----------------------------------------
Spencer Grimes
Managing Member, Twinleaf Management, LLC
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SPENCER GRIMES
/s/ Spencer Grimes
-----------------------------------------
|
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
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