SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. __)
Jacada Ltd. | ||
| (Name of Issuer) | ||
| Ordinary Shares | ||
| (Title of Class of Securities) | ||
| M6184R101 | ||
| (CUSIP Number) | ||
Lloyd I. Miller, III, 222 Lakeview Avenue, Suite 160-365, West Palm Beach, Florida, 33401 (Tel.) (561) 287-5399 | ||
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | ||
| December 24, 2013 | ||
| (Date of Event which Requires Filing of this Statement) | ||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following boxx.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 6 pages
________________
¹The information required on 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 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 theNotes).
CUSIP No.
| M6184R101 |
13D
|
Page 2 of 6
|
1 |
NAME OF REPORTING PERSON
| |
| Lloyd I. Miller, III | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) | o |
|
| (b) | o | ||
3 |
SEC USE ONLY
| |||
4 | SOURCE OF FUNDS* | |||
| PF-AF-OO | ||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
o |
| |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
| 880,103 | ||
8 |
SHARED VOTING POWER | |
| 0 | ||
9 |
SOLE DISPOSITIVE POWER | |
| 880,103 | ||
10 |
SHARED DISPOSITIVE POWER | |
| 0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 880,103 | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 21.2% |
14 |
TYPE OF REPORTING PERSON* |
| OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ORIGINAL REPORT ON SCHEDULE 13D
Item 1.Security and Issuer
This Statement on Schedule 13D (“Schedule 13D”) relates to the Ordinary Shares (the “Ordinary Shares”) of Jacada Ltd., an Isreal limited liability company (the “Company”), whose principal executive offices are located at 11 Shenkar Street, P.O. Box 12175, Herzliya, 46725, Israel.
Item 2.Identity and Background
This statement is filed by Lloyd I. Miller, III (“Mr. Miller” or the “Reporting Person”). Mr. Miller’s principal business address is 222 Lakeview Avenue, Suite 160-365, West Palm Beach, Florida 33401. Mr. Miller’s principal occupation is investing assets held by or on behalf of his family. During the past five years, Mr. Miller has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to civil proceedings of a judicial or administrative body of competent jurisdiction, as a result of which Mr. Miller was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Miller is a United States citizen.
Item 3.Source and Amount of Funds or Other Consideration
Mr. Miller is the managing member of Milfam LLC (“Milfam LLC”), an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC dated as of December 10, 1996, and Milfam LLC is the advisor to Trust A-4 (“Trust A-4”), and Trust C (“Trust C” and, together with Trust A-4, the “Trusts”). The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Pursuant to a Declaratory Judgment Order, entered on November 20, 1992 in the Court of Common Pleas, Probate Division, Hamilton County, Ohio, Trust A was split into four separate trusts, one of which is Trust A-4. The Trusts were further reformed by Order of the Delaware Chancery Court dated December 29, 2010 pursuant to which Milfam LLC was appointed advisor to the Trusts. All of the Ordinary Shares purchased by Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate purchase price for the Ordinary Shares purchased by Trust A-4 was approximately $1,290,360.00. All of the Ordinary Shares purchased by Trust C were purchased with funds generated and held by Trust C. The aggregate purchase price for the Ordinary Shares purchased by Trust C was approximately $5,372.00.
Milfam LLC is the general partner of Milfam II L.P. (“Milfam II”), a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December 11, 1996. All of the Ordinary Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for the Ordinary Shares purchased by Milfam II was approximately $613,125.00.
Mr. Miller is the manager of LIMFAM LLC (f/k/a Milfam NG LLC) (“LIMFAM LLC”), a Delaware limited liability company. All of the Ordinary Shares Mr. Miller is deemed to beneficially own as the manager for LIMFAM LLC were purchased with funds generated and held by LIMFAM LLC. The aggregate purchase price for the Ordinary Shares Mr. Miller is deemed to beneficially own as manager of LIMFAM LLC was approximately $846.00.
Item 4.Purpose of the Transaction
The Ordinary Shares covered by this Schedule 13D were acquired by Mr. Miller for investment purposes in the ordinary course of his business as an investor. The purpose of this filing is to state that Mr. Miller has become the beneficial owner of greater than 20% of the Ordinary Shares of the Company. Mr. Miller may take any action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable law.
Item 5.Interest in Securities of the Issuer
(a) Mr. Miller may be deemed to beneficially own 880,103 Ordinary Shares, which is equal to approximately 21.2% of the outstanding shares, based on 4,160,770 Ordinary Shares outstanding, as reported in the Issuer’s Form 6-K filed on November 27, 2013. As of the date hereof, 498,068 of the Ordinary Shares beneficially owned by Mr. Miller are owned of record by Trust A-4, 985 of such beneficially owned Ordinary Shares are owned of record by Trust C, 380,450 of such beneficially owned Ordinary Shares are owned of record by Milfam II, and 600 of such beneficially owned Ordinary Shares are owned of record by LIMFAM LLC.
(b) Mr. Miller may be deemed to have sole voting and dispositive power for all such Ordinary Shares held of record by Trust A-4, Trust C, Milfam II, and LIMFAM LLC.
(c) The following table details the transactions effected by Mr. Miller in the past 60 days.
| Milfam II | ||
| Date of Transaction | Number of Shares Purchased | Price Per Share |
| November 13, 2013 | 750 | $1.49 |
| December 23, 2013 | 14,900 | $1.9804 |
| December 24, 2013 | 63,200 | $2.491 |
| December 26, 2013 | 2,500 | $2.49 |
(d) Persons other than Mr. Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
N/A
Item 7. Material to be Filed as Exhibits
N/A
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.
Dated: December 31, 2013
| By: | /s/ Lloyd I. Miller, III | |
| Lloyd I. Miller, III | ||