Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Wearable Devices Ltd. (Name of Issuer) |
Ordinary Shares, no par value per share (Title of Class of Securities) |
M97838128 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M97838128 |
| 1 | Names of Reporting Persons
Guy Wagner | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
99,916.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Includes options to purchase 750 Ordinary Shares that are exercisable within 60 days of December 31, 2024, with expiration dates in August 2033. This number also includes 9,166 restricted share units that vest within 60 days of December 31, 2024, with expiration dates in December 2034.The Reporting Person also owns options to purchase 2,500 Ordinary Shares that are not exercisable within 60 days of December 31, 2024 with expiration dates in September 2034. The Reporting Person also owns 750 options to purchase Ordinary Shares that are not exercisable within 60 days of December 31, 2024. The Reporting Person also owns 45,834 restricted share units that that will not vest within 60 days of December 31, 2024. The amounts set forth in this Schedule 13G/A are presented after giving effect to a reverse stock split that took place in October 2024.(1) Based on a total of 3,486,854 Ordinary Shares, outstanding as of January 30, 2025, as reported by the Issuer on its Rule 424(b)(4) Prospectus to the Form F-1, filed on January 30, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Wearable Devices Ltd. | |
| (b) | Address of issuer's principal executive offices:
5 Ha-Tnufa St., Yokne'am Illit, 2069803, Israel | |
| Item 2. | ||
| (a) | Name of person filing:
Guy Wagner | |
| (b) | Addres
s or principal business office or, if none, residence:
Ha-Dganiyot Street 53, Kiryat Tiv'on, 3605451 Israel | |
| (c) | Citizenship:
Israel | |
| (d) | Title of class of securities:
Ordinary Shares, no par value per share | |
| (e) | CUSIP No.:
M97838128 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | 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) | 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) | 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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
99,916 Ordinary Shares | |
| (b) | Percent of class:
2.9% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
99,916 Ordinary Shares | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
99,916 Ordinary Shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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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