| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ISRAMCO INC [ ISRL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/25/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/25/2019 | J | 61,679 | D | $121.4(1) | 0(1) | D | |||
| Common Stock | 10/25/2019 | J | 770,865(2) | A | (2) | 2,693,382(3) | I(3) | See footnote 3 | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On October 25, 2019, pursuant to the Agreement and Plan of Merger dated as of May 20, 2019 (the "Merger Agreement"), by and among Isramco, Inc. (the "Company"), Naphtha Israel Petroleum Corporation Ltd. ("Naphtha"), Naphtha Holding Ltd. ("NHL"), I.O.C. - Israel Oil Company, Ltd. ("IOC"), and Naphtha US Oil, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger and continuing as an indirect wholly owned subsidiary of Naphtha. Pursuant to the Merger Agreement, each share of Company common stock ("Common Stock") issued and outstanding prior to the effective time of the Merger was converted into the right to receive $121.40 per share in cash (the "Merger Consideration"), excluding (a) Common Stock owned by NHL and IOC, (b) Common Stock owned by the Company as treasury stock and (c) Common Stock for which the holders thereof have perfected their statutory rights of appraisal. |
| 2. Pursuant to the terms of the Merger Agreement, the shares of capital stock of Merger Sub owned by IOC were automatically converted at the effective time of the Merger into 770,865 shares of Common Stock, equal to the number of shares of Common Stock which were converted into the right to receive Merger Consideration. |
| 3. Includes (a) 1,592,841 shares of Common Stock held by NHL immediately prior to the effective time of the Merger, (b) 329,676 shares of Common Stock held by IOC immediately prior to the effective time of the Merger, and (c) 770,865 shares of Common Stock issued to IOC pursuant to the terms of the Merger Agreement (see footnote 2). The reporting person owns 100% of United Kingsway Ltd., which through YHK General Manager Ltd. ("YHK Manager"), controls various entities, which may be deemed to control the Company. The general partner of YHK Investment LP ("YHK") is YHK Manager. YHK owns of record approximately 36.2% of Equital Ltd. Equital Ltd. owns 100% of J.O.E.L. - Jerusalem Oil Exploration Ltd. ("JOEL"). JOEL owns approximately 64.5% of Naphtha, which holds 100% of NHL and 99.99% of IOC. |
| Remarks: |
| On October 25, 2019, Merger Sub and the Company consummated the Merger pursuant to the terms of the Merger Agreement. As a result of the Merger, the Common Stock ceased trading on the NASDAQ Capital Market and became eligible for termination of registration under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Company will file with the Securities and Exchange Commission a Certification and Notice of Termination of Registration on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under the Exchange Act and that the reporting obligations of the Company with respect to the Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended. As a result, the reporting person has checked the box to indicate that he will no longer be subject to Section 16 reporting with respect to the Company. |
| /s/ Haim Tsuff | 10/29/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
