| Item 1. | |
| (a) | Name of issuer:
Steakholder Foods Ltd. |
| (b) | Address of issuer's principal executive offices:
5 David Fikes St., Rehovot, Israel, 7632805 |
| Item 2. | |
| (a) | Name of person filing:
Gefen Capital Investments, LP ("Gefen")
David Wiessman
Collectively, the "Reporting Persons" |
| (b) | Address or principal business office or, if none, residence:
Gefen Capital Investments, LP
85 Medinat Hayehudim St.
Herzliya Pituach, Israel 4676670
David Wiessman
85 Medinat Hayehudim St.
Herzliya Pituach, Israel 4676670 |
| (c) | Citizenship:
Gefen Capital Investments, LP - Delaware
David Wiessman - Israel |
| (d) | Title of class of securities:
American Depositary Shares, each representing 500 ordinary shares, no par value per share |
| (e) | CUSIP No.:
583435201 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | 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);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
124,286 |
| (b) | Percent of class:
7.6% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
124,286
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
124,286
The percentage of Shares reported to be beneficially owned by the Reporting Persons is based on information from the Issuer. Mr. Wiessman may be deemed to beneficially own the securities of the Issuer held by Gefen.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 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
|
Rule 13d-1(c)