SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
EZTD Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
269334108
(CUSIP Number)
May 25, 2016
(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) | |
| ☐ | 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 (“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. 269334108 | 13G | Page 2 of 5 Pages |
| 1. |
Names of Reporting Persons
Compagnie Financière St. Exupéry Sicav-Sif | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (See
Instructions) (b) ☐ | ||
| 3. |
SEC Use Only
| ||
| 4. |
Citizenship or Place of Organization
Luxembourg | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5. |
Sole Voting Power
2,108,889 (1) | |
| 6. |
Shared Voting Power
0 | ||
| 7. |
Sole Dispositive Power
2,108,889 (1) | ||
| 8. |
Shared Dispositive Power
0 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,108,889 (1) | ||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ (See Instructions)
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
24.4% | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
(1) Includes (i) 1,200,000 shares of Common Stock held by the Reporting Person, and (ii) 908,889 shares of Common Stock that are issuable upon the exercise of outstanding warrants held by the Reporting Person, and reflects the reverse stock split that occurred on April 7, 2016.
| CUSIP No 269334108 | 13G | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer: |
EZTD Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
6 Yehezkel Koifman Street, Tel-Aviv
68012, Israel
| Item 2(a). | Name of Person Filing: |
This Statement is filed on behalf of Compagnie Financière St Exupéry Sicav-Sif (formerly known as Compagnie Financière St Exupéry S.A.) (the “Reporting Person”).
| Item 2(b). | Address of Principal Offices or, if None, Residence: |
The address of the Reporting Person is:
42 Rue de la Vallée
L-2661, Luxembourg
| Item 2(c). | Citizenship: |
Compagnie Financière St. Exupéry Sicav-Sif is a Luxembourg onshore investment fund.
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares
| Item 2(e). | CUSIP Number: |
269334108
| Item 3. | If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: |
Not applicable.
| (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 association 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 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________________________________________________________
| CUSIP No 269334108 | 13G | Page 4 of 5 Pages |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 2,108,889 (consisting of: (i) 1,200,000 shares of Common Stock held by the Reporting Person, and (ii) 908,889 shares of Common Stock that are issuable upon the exercise of outstanding warrants held by the Reporting Person, and reflecting the reverse stock split that occurred on April 7, 2016.) | |
| (b) | Percent of class: | |
| 24.4% | ||
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or direct the vote: 2,108,889 | |
| (ii) | Shared power to vote or direct the vote: 0 | |
| (iii) | Sole power to dispose or to direct the disposition of: 2,108,889 | |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| 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 had ceased to be the beneficial owner of more than 5 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.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
| CUSIP No 269334108 | 13G | Page 5 of 5 Pages |
SIGNATURES
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.
| May 31, 2016 | |
| (Date) | |
| COMPAGNIE FINANCIÈRE ST EXUPÉRY SICAV-SIF | |
| /s/ Bertrand MICHAUD | |
| Name: Bertrand MICHAUD | |
| Title: Director | |
| /s/ Karl Heinz DICK | |
| Name: Karl Heinz DICK | |
| Title: Director | |
| (Signature) |
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).