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.
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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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Oddity Tech Ltd. (Name of Issuer) |
Class A ordinary shares, par value NIS 0.001 per share (Title of Class of Securities) |
M7518J104 (CUSIP Number) |
05/16/2025 (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. | M7518J104 |
| 1 | Names of Reporting Persons
Holtzman Oran | ||||||||
| 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
12,899,450.00 | ||||||||
| 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)
23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5, 7, 9 & 11 - Represents 12,899,450 ordinary shares of Issuer held by Oran Shilo Investments LP ("Shilo") as of May 16, 2025, all of which are beneficially owned by Oran Holtzman ("Mr. Holtzman"). Shilo is controlled by Mr. Holtzman, and Mr. Holtzman has voting control and investment power over the shares of the Issuer that are held by Shilo. Note to Rows 5, 7, 9 & 11 - Consists of (i) 1,352,450 Class A ordinary shares and (ii) 11,547,000 Class B ordinary shares. Note to Rows 5, 7, 9 & 11 - Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share. Each Class B ordinary share is convertible at any time at the option of the holder into one Class A ordinary share and upon the occurrence of certain other events as described in the Issuer's amended and restated articles of association. In addition, each Class B ordinary share will convert automatically on a one-for-one basis into a Class A ordinary share upon the sale or transfer of such Class B ordinary share, other than in connection with transfers to certain permitted transferees, as described in the Issuer's amended and restated articles of association. Note to Row 11 - To calculate the percentage of Class A ordinary shares beneficially owned by the Reporting Persons, Class B ordinary shares held by the Reporting Persons were treated as converted into Class A ordinary shares. The beneficial ownership percentage was calculated based on a total of 44,596,772 Class A ordinary shares and 11,547,000 Class B ordinary shares outstanding as of March 31, 2025, with such share amounts provided by the Issuer. Note to Row 11 - The beneficial ownership percentage reported does not reflect the ten-for-one voting power of the Class B ordinary shares. The 12,899,450 Class A and Class B ordinary shares held by the Reporting Persons represent 73% of the aggregate combined voting power of the Class A ordinary shares and Class B ordinary shares as of March 31, 2025.
SCHEDULE 13G
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| CUSIP No. | M7518J104 |
| 1 | Names of Reporting Persons
Oran Shilo Investments LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,899,450.00 | ||||||||
| 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)
23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 5, 7, 9 & 11 - Represents 12,899,450 ordinary shares of Issuer held by Oran Shilo Investments LP ("Shilo") as of May 16, 2025, all of which are beneficially owned by Oran Holtzman ("Mr. Holtzman"). Shilo is controlled by Mr. Holtzman, and Mr. Holtzman has voting control and investment power over the shares of the Issuer that are held by Shilo. Note to Rows 5, 7, 9 & 11 - Consists of (i) 1,352,450 Class A ordinary shares and (ii) 11,547,000 Class B ordinary shares. Note to Rows 5, 7, 9 & 11 - Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share. Each Class B ordinary share is convertible at any time at the option of the holder into one Class A ordinary share and upon the occurrence of certain other events as described in the Issuer's amended and restated articles of association. In addition, each Class B ordinary share will convert automatically on a one-for-one basis into a Class A ordinary share upon the sale or transfer of such Class B ordinary share, other than in connection with transfers to certain permitted transferees, as described in the Issuer's amended and restated articles of association. Note to Row 11 - To calculate the percentage of Class A ordinary shares beneficially owned by the Reporting Persons, Class B ordinary shares held by the Reporting Persons were treated as converted into Class A ordinary shares. The beneficial ownership percentage was calculated based on a total of 44,596,772 Class A ordinary shares and 11,547,000 Class B ordinary shares outstanding as of March 31, 2025, with such share amounts provided by the Issuer. Note to Row 11 - The beneficial ownership percentage reported does not reflect the ten-for-one voting power of the Class B ordinary shares. The 12,899,450 Class A and Class B ordinary shares held by the Reporting Persons represent 73% of the aggregate combined voting power of the Class A ordinary shares and Class B ordinary shares as of March 31, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Oddity Tech Ltd. | |
| (b) | Address of issuer's principal executive offices:
8 Haharash Street, Tel Aviv-Jaffa, Israel, 6761304 | |
| Item 2. | ||
| (a) | Name of person filing:
Oran Holtzman Oran Shilo Investments, L.P. ("Shilo") | |
| (b) | Address or principal business office or, if none, residence:
Oran Holtzman: 8 Haharash Street, Tel Aviv-Jaffa, 6761304, Israel Shilo: 8 Haharash Street, Tel Aviv-Jaffa, 6761304, Israel | |
| (c) | Citizenship:
Oran Holtzman: Israel Shilo: Israel | |
| (d) | Title of class of securities:
Class A ordinary shares, par value NIS 0.001 per share | |
| (e) | CUSIP No.:
M7518J104 | |
| 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:
See row 9 of cover page. | |
| (b) | Percent of class:
See row 11 of cover page. %
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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:
See row 5 of cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See row 6 of cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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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