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CUSIP No. M8179K109
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13G
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Page
2 of 5
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1.
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Names
of Reporting Persons.
Eli
Klein
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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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Citizenship
or Place of Organization
Israel
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Number
of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5.
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Sole
Voting Power
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6.
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Shared
Voting Power
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7.
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Sole
Dispositive Power
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8.
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Shared
Dispositive Power
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
890,760
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent
of Class Represented by Amount in Row (9)
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12.
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Type
of Reporting Person
Non-Affiliate
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CUSIP No. M8179K109
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13G
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Page
3 of 5
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ITEM
1.
(a) Name
of Issuer: PV Nanocell, Ltd.
(b) Address
of Issuer's Principal Executive Offices: 8 Hamasger Street PO Box 236 Migdal Ha'Emek 2310102 Israel
ITEM
2.
(a) Name
of Person Filing: Eli Klein
(b) Address
of Principal Business Office, or if None, Residence: 22 Haarav Fridman Street Tel Aviv, Israel
(c) Citizenship:
Israel
(d) Title
of Class of Securities: Common
(e) CUSIP
Number: M8179K109
ITEM
3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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☐
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An
investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group,
in accordance with ss.240.13d-1(b)(1)(ii)(J).
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ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount
beneficially owned: 890,760
(b) Percent
of class: 6.14%
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote
(ii) Shared
power to vote or to direct the vote
(iii) Sole
power to dispose or to direct the disposition of
(iv) Shared
power to dispose or to direct the disposition of
INSTRUCTION.
For computations regarding securities which represent a right to acquire an underlying security SEE ss.240.13d3(d)(1)
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CUSIP No. M8179K109
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13G
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Page
4 of 5
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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 five percent of the class of securities, check the following ☐.
INSTRUCTION:
Dissolution of a group requires a response to this item.
ITEM
6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required.
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If
a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
ITEM
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If
a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c)
or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.
ITEM
9. NOTICE OF DISSOLUTION OF GROUP.
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.
See Item 5.
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CUSIP No. M8179K109
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13G
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Page
5 of 5
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ITEM
10. CERTIFICATIONS.
(a) The
following certification shall be included if the statement is filed pursuant to Rule 13d-1(b):
"By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect."
(b) The
following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):
"By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect."
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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2/22/2017
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(Date)
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/s/
Eli Klein
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(Signature)
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Eli
Klein
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(Name/Title)
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
