UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  5)*

 

CollPlant Biotechnologies Ltd.

(Name of Issuer)

 

Ordinary Shares, par value NIS 1.5 per share (including Ordinary Shares represented by American
Depositary Shares (ADSs) at a ratio of one Ordinary Share per each ADS)

(Title of Class of Securities)

 

              19516R107        

(CUSIP Number)

 

Lillian S. Loewenbaum Grantor Retained Annuity Trust I 

Lillian S. Loewenbaum Grantor Retained Annuity Trust V 

Lillian S. Loewenbaum Grantor Retained Annuity Trust VI 

The Waterproof Partnership, Ltd. 

The Loewenbaum 1992 Trust 

George Walter Loewenbaum 

Elizabeth S. Loewenbaum 

Lillian S. Loewenbaum

 

c/o Lillian S. Loewenbaum 

1000 Westbank Dr., Ste #2A 

Austin, TX 78746

 

Copy to:

 

Jason R. Schendel 

Sheppard, Mullin, Richter & Hampton LLP 

Four Embarcadero Center 

Embarcadero Ctr., 17th Floor 

San Francisco, CA 94111 

(650) 815-2600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)  

 

        December 31, 2023         

(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(b)
x  Rule 13d-1(c)
¨  Rule 13d-1(d)

___________

*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 (the “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).

 

 

 

 

CUSIP No. 19516R107   Page 2 of 16
             

1. Name of Reporting Person:  George Walter Loewenbaum
2. Check the Appropriate Box if a Member of a Group (a)  ¨
(b)  x
3. SEC Use Only
4. Citizenship or Place of Organization:  United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5. Sole Voting Power:  1,054,486 Ordinary Shares(1)
6. Shared Voting Power:  0
7. Sole Dispositive Power:  1,054,486 Ordinary Shares(1)
8. Shared Dispositive Power:  0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:  1,054,486 Ordinary Shares(1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11. Percent of Class Represented by Amount in Row (9):  9.21%(2)
12. Type of Reporting Person (See Instructions):  IN
           

 

(1)  Consists of (a) 60,794 shares of the Issuer’s ordinary shares underlying American Depository Shares (“ADSs”) held by the Walter Loewenbaum Trust, (b) 121,149 ordinary shares underlying ADSs held by the Reporting Person directly, and (c) 872,543 ordinary shares underlying ADSs held by the Reporting Person in an IRA.

 

(2)  Based on 11,452,672 ordinary shares of the Issuer issued and outstanding as of September 30, 2023 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on November 29, 2023).

 

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CUSIP No. 19516R107   Page 3 of 16
             

1. Name of Reporting Person: Lillian S. Loewenbaum 
2. Check the Appropriate Box if a Member of a Group (a)  ¨
(b)  x
3. SEC Use Only
4. Citizenship or Place of Organization:  United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5. Sole Voting Power:  69,051 Ordinary Shares(1)
6. Shared Voting Power:  0
7. Sole Dispositive Power:  69,051 Ordinary Shares(1)
8. Shared Dispositive Power:  0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:  69,051 Ordinary Shares(1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11. Percent of Class Represented by Amount in Row (9): 0.60%(2)
12. Type of Reporting Person (See Instructions):  IN
           

 

(1)  Consists of (a) 10,000 shares of the Issuer’s ordinary shares underlying ADSs held in the Lillian Shaw Loewenbaum Trust, and (b) 59,051 shares of the Issuer’s ordinary shares underlying ADSs held by the Reporting Person directly.

 

(2)  Based on 11,452,672 ordinary shares of the Issuer issued and outstanding as of September 30, 2023 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on November 29, 2023).

 

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CUSIP No. 19516R107   Page 4 of 16
             

1. Name of Reporting Person:  Elizabeth S. Loewenbaum
2. Check the Appropriate Box if a Member of a Group (a)  ¨
(b)  x
3. SEC Use Only
4. Citizenship or Place of Organization:  United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5. Sole Voting Power:  20,688 Ordinary Shares
6. Shared Voting Power:  0
7. Sole Dispositive Power:  20,688 Ordinary Shares
8. Shared Dispositive Power:  0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:  20,688 Ordinary Shares
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11. Percent of Class Represented by Amount in Row (9):  0.18%(1)
12. Type of Reporting Person (See Instructions):  IN
           

 

(1)  Based on 11,452,672 ordinary shares of the Issuer issued and outstanding as of September 30, 2023 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on November 29, 2023).

 

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CUSIP No. 19516R107   Page 5 of 16
             

1. Name of Reporting Person:  Lillian S. Loewenbaum Grantor Retained Annuity Trust I
2. Check the Appropriate Box if a Member of a Group (a)  ¨
(b)  x
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5. Sole Voting Power:  22,805 Ordinary Shares
6. Shared Voting Power:  0
7. Sole Dispositive Power:  22,805 Ordinary Shares
8. Shared Dispositive Power:  0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:  22,805 Ordinary Shares
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11. Percent of Class Represented by Amount in Row (9):  0.20%(1)
12. Type of Reporting Person (See Instructions):  OO
           

 

(1)  Based on 11,452,672 ordinary shares of the Issuer issued and outstanding as of September 30, 2023 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on November 29, 2023).

 

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CUSIP No. 19516R107   Page 6 of 16
             

1. Name of Reporting Person:  Lillian S. Loewenbaum Grantor Retained Annuity Trust V
2. Check the Appropriate Box if a Member of a Group (a)  ¨
(b)  x
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5. Sole Voting Power:  10,360 Ordinary Shares
6. Shared Voting Power:  0
7. Sole Dispositive Power:  10,360 Ordinary Shares
8. Shared Dispositive Power:  0
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,360 Ordinary Shares
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11. Percent of Class Represented by Amount in Row (9):  0.09%(1)
12. Type of Reporting Person (See Instructions):  OO
           

 

(1)  Based on 11,452,672 ordinary shares of the Issuer issued and outstanding as of September 30, 2023 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on November 29, 2023).

 

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CUSIP No. 19516R107   Page 7 of 16
             

1. Name of Reporting Person:  Lillian S. Loewenbaum Grantor Retained Annuity Trust VI
2. Check the Appropriate Box if a Member of a Group (a)  ¨
(b)  x
3. SEC Use Only
4. Citizenship or Place of Organization:  Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5. Sole Voting Power:  16,195 Ordinary Shares
6. Shared Voting Power:  0
7. Sole Dispositive Power:  16,195 Ordinary Shares
8. Shared Dispositive Power:  0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:  16,195 Ordinary Shares
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11. Percent of Class Represented by Amount in Row (9):  0.14%(1)
12. Type of Reporting Person (See Instructions):  OO
           

 

(1)  Based on 11,452,672 ordinary shares of the Issuer issued and outstanding as of September 30, 2023 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on November 29, 2023).

 

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CUSIP No. 19516R107   Page 8 of 16
             

1. Name of Reporting Person:  The Loewenbaum 1992 Trust
2. Check the Appropriate Box if a Member of a Group (a)  ¨
(b)  x
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5. Sole Voting Power:  56,030 Ordinary Shares
6. Shared Voting Power:  0
7. Sole Dispositive Power: 56,030 Ordinary Shares
8. Shared Dispositive Power:  0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:  56,030 Ordinary Shares
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11. Percent of Class Represented by Amount in Row (9):  0.49%(1)
12. Type of Reporting Person (See Instructions):  OO
           

 

(1)  Based on 11,452,672 ordinary shares of the Issuer issued and outstanding as of September 30, 2023 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on November 29, 2023).

 

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CUSIP No. 19516R107   Page 9 of 16
             

1. Name of Reporting Person:  The Waterproof Partnership, Ltd.
2. Check the Appropriate Box if a Member of a Group (a)  ¨
(b)  x
3. SEC Use Only
4. Citizenship or Place of Organization:  Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5. Sole Voting Power: 31,207 Ordinary Shares
6. Shared Voting Power:  0
7. Sole Dispositive Power: 31,207 Ordinary Shares
8. Shared Dispositive Power:  0
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 31,207 Ordinary Shares
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11. Percent of Class Represented by Amount in Row (9):  0.27%(1)
12. Type of Reporting Person (See Instructions):  OO
           

 

(1)  Based on 11,452,672 ordinary shares of the Issuer issued and outstanding as of September 30, 2023 (which number was set forth in the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on November 29, 2023).

 

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CUSIP No. 19516R107   Page 10 of 16
             

Item 1(a).

Name of Issuer:

 

CollPlant Biotechnologies Ltd. (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

4 Oppenheimer St, Weizmann Science Park

Rehovot 7670104, Israel

 

Item 2(a).Name of Person(s) Filing:

 

This statement is filed by the individuals and entities listed below, all of whom together are referred to herein as the “Reporting Persons”.

 

(i) George Walter Loewenbaum, an individual 

(ii) Lillian S. Loewenbaum, an individual 

(iii) Elizabeth Loewenbaum, an individual 

(iv) Lillian S. Loewenbaum Grantor Retained Annuity Trust I, a Texas trust, 

(v)  Lillian S. Loewenbaum Grantor Retained Annuity Trust V, a Texas trust, 

(vi)  Lillian S. Loewenbaum Grantor Retained Annuity Trust VI, a Texas trust, 

(vii) The Loewenbaum 1992 Trust, a Texas trust, and 

(viii) The Waterproof Partnership, Ltd., a Texas partnership.

 

Item 2(b).Address of Principal Business Office or, if none, Residence:

 

The address of the principal business office of each Reporting Person is 1000 Westbank Dr, Ste #2A, Austin, TX 78746.

 

Item 2(c).Citizenship:

 

See Item 4 of each cover page.

 

Item 2(d).Title of Class of Securities:

 

See the cover page of this filing.

 

Item 2(e).CUSIP Number:

 

19516R107.

 

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:

 

Not applicable.

 

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CUSIP No. 19516R107   Page 11 of 16
             

Item 4.            Ownership.

 

(a)           Amount beneficially owned:

 

See Item 9 of each cover page.

 

(b)Percent of class:

 

See Item 11 of each cover page.

 

(c)Number of shares as to which the person has:

 

  (i)  Sole power to vote or to direct the vote:

 

  See Item 5 of each cover page.

 

  (ii)  Shared power to vote or to direct the vote:

 

  See Item 6 of each cover page.

 

  (iii)  Sole power to dispose or to direct the disposition of:

 

  See Item 7 of each cover page.

 

  (iv) Shared power to dispose or to direct the disposition of:

 

See Item 8 of each cover page.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If the 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 ¨.

 

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 or Control Person.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

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CUSIP No. 19516R107   Page 12 of 16
             

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certification.

 

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 that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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CUSIP No. 19516R107   Page 13 of 16
             

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 25, 2024   Name: /s/ George Walter Loewenbaum

 

Dated: January 25, 2024   Name: /s/ Lillian S. Loewenbaum

 

Dated: January 25, 2024   Name: /s/ Elizabeth Loewenbaum

 

Dated: January 25, 2024   Lillian S. Loewenbaum Grantor Retained Annuity Trust I

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: Trustee

 

Dated: January 25, 2024   Lillian S. Loewenbaum Grantor Retained Annuity Trust V

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: Trustee

 

Dated: January 25, 2024   Lillian S. Loewenbaum Grantor Retained Annuity Trust VI

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: Trustee

 

Dated: January 25, 2024   The Waterproof Partnership, Ltd.

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: General Partner

 

  By: /s/ Lillian S. Loewenbaum
  Name: Lillian S. Loewenbaum
  Title: General Partner

 

Dated: January 25, 2024   The Loewenbaum 1992 Trust

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: Trustee

 

  By: /s/ Lillian S. Loewenbaum
  Name: Lillian S. Loewenbaum
  Title: Trustee

 

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CUSIP No. 19516R107   Page 14 of 16
             

EXHIBIT INDEX

 

Exhibit

 

Exhibit A: Joint Filing Agreement.

 

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CUSIP No. 19516R107   Page 15 of 16
             

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares, par value NIS 1.5 per share (including Ordinary Shares represented by American Depositary Shares (ADSs) at a ratio of one Ordinary Share per ADS, of CollPlant Biotechnologies Ltd., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 25, 2024.

 

Dated: January 25, 2024   Name: /s/ George Walter Loewenbaum

 

Dated: January 25, 2024   Name: /s/ Lillian S. Loewenbaum

 

Dated: January 25, 2024   Name: /s/ Elizabeth Loewenbaum

 

Dated: January 25, 2024   Lillian S. Loewenbaum Grantor Retained Annuity Trust I

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: Trustee

 

Dated: January 25, 2024   Lillian S. Loewenbaum Grantor Retained Annuity Trust V

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: Trustee

 

Dated: January 25, 2024   Lillian S. Loewenbaum Grantor Retained Annuity Trust VI

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: Trustee

 

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CUSIP No. 19516R107   Page 16 of 16
             

Dated: January 25, 2024   The Waterproof Partnership, Ltd.

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: General Partner

 

  By: /s/ Lillian S. Loewenbaum
  Name: Lillian S. Loewenbaum
  Title: General Partner

 

Dated: January 25, 2024   The Loewenbaum 1992 Trust

 

  By: /s/ George Walter Loewenbaum
  Name: George Walter Loewenbaum
  Title: Trustee

 

  By: /s/ Lillian S. Loewenbaum
  Name: Lillian S. Loewenbaum
  Title: Trustee

 

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