Amended Statement of Ownership (sc 13g/a)
21 Novembre 2019 - 6:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
MER TELEMANAGEMENT SOLUTIONS LTD.
(Name of Issuer)
ORDINARY SHARES, NIS 0.03 PAR VALUE
(Title of Class of Securities)
M69676 209
(CUSIP Number)
November 15, 2019
(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(c)
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*
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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.
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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).
(Continued on following page(s)
Page 1 of 5 Pages
CUSIP No. M69676 209
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13G
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Page 2 of 5 Pages
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1.
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NAMES OF REPORTING PERSON
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Alpha Capital Anstalt
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) ☐
(b) ☐
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION - Liechtenstein
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5.
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SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON – 359,050 Ordinary Shares (1) (2) (3)
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6.
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SHARED VOTING POWER - None
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7.
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SOLE DISPOSITIVE POWER – 359,050 Ordinary Shares
(1) (2) (3)
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8.
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SHARED DISPOSITIVE POWER – None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 359,050 Ordinary Shares
(1) (2) (3)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☒
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The aggregate amount in Row 9 represents the maximum amount
that Alpha Capital Anstalt can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion
and/or exercise of Alpha Capital Anstalt’s securities would exceed this restriction.
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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9.99% (1) (2) (3)
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12.
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TYPE OF REPORTING PERSON
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CO
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(1)
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Based on 3,594,099 Ordinary Shares that the Issuer advised
were issued and outstanding.
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(2)
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Per the letter dated August 16, 2019 filed as an exhibit
to Schedule 13D on August 20, 2019, as of November 15, 2019, Alpha Capital Anstalt has not been an affiliate of the Issuer for
the previous ninety (90) days.
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(3)
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This Amendment #2 is filed to correct the filing made on
November 20, 2019 disclosing a contractually stipulated 4.99% ownership restriction rather than a 9.99% ownership restriction.
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CUSIP No. M69676 209
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13G
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Page 3 of 5 Pages
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ITEM 1 (a) NAME OF ISSUER: MER Telemanagement Solutions Ltd.
ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
14 Hatidhar Street, Ra’anana 4366516,
Israel
ITEM 2 (a) NAME OF PERSON FILING: Alpha Capital Anstalt
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
Lettstrasse 32, FL-9490 Vaduz, Furstentums,
Liechtenstein
ITEM 2 (c) CITIZENSHIP: Liechtenstein
ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Ordinary Shares, NIS
0.03 par value
ITEM 2 (e) CUSIP NUMBER: M69676 209
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B)
OR 13D-2(B): Not applicable
ITEM 4 OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 359,050 Ordinary Shares
(1) (2) (3)
(b) PERCENT OF CLASS: 9.99% (1) (2) (3)
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON
HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
359,050 Ordinary Shares
(1) (2) (3)
(ii) SHARED POWER TO VOTE OR DIRECT THE
VOTE
0 Shares
(iii) SOLE POWER TO DISPOSE OR TO DIRECT
THE DISPOSITION OF
359,050 Ordinary Shares
(1) (2) (3)
(iv) SHARED POWER TO DISPOSE OR TO DIRECT
THE DISPOSITION OF
0 Shares
CUSIP No. M69676 209
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13G
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Page 4 of 5 Pages
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ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
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
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
CUSIP No. M69676 209
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13G
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Page 5 of 5 Pages
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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.
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November 21, 2019
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(Date)
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/s/ Konrad Ackermann
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(Signature)
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Konrad Ackermann, Director
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(Name/Title)
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