UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[X] 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.: M0854Q105

 

 

(1) Based on 33,714,330 ordinary shares of Allot Ltd. (the "Issuer") outstanding as of July 31, 2018, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission ("SEC") on August 6, 2018.

 

 

CUSIP No.: M0854Q105

 

 

(1) Based on 33,714,330 ordinary shares of the Issuer outstanding as of July 31, 2018, as reported in the Issuer's Form 6-K filed with the SEC on August 6, 2018.

CUSIP No.: M0854Q105

 

(1) Based on 33,714,330 ordinary shares of the Issuer outstanding as of July 31, 2018, as reported in the Issuer's Form 6-K filed with the SEC on August 6, 2018.

 

 

ITEM 1(a).	NAME OF ISSUER:
	Allot Ltd. (the "Issuer")
ITEM 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
	22 Hanagar Street Neve Ne'eman Industrial Zone B Hod-Hasharon 45240 Israel
ITEM 2(a).	NAME OF PERSON FILING:
	Lynrock Lake LP Lynrock Lake Partners LLC Cynthia Paul
ITEM 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
	2 International Drive, Suite 130 Rye Brook, NY 10573
ITEM 2(c).	CITIZENSHIP:
	Lynrock Lake LP – Delaware Lynrock Lake Partners LLC – Delaware Cynthia Paul – United States
ITEM 2(d).	TITLE OF CLASS OF SECURITIES:
	Ordinary Shares, par value ILS 0.10 per share ("Ordinary Shares")
ITEM 2(e).	CUSIP NUMBER:
	M0854Q105

ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 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. 78c);
	(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)  [X]  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) [X]  A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
	(h) [   ]  A savings associations 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 of 1940 (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).

ITEM 4.	OWNERSHIP:
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		Lynrock Lake LP – 2,326,734 Lynrock Lake Partners LLC – 2,326,734 Cynthia Paul – 2,326,734
	(b)	Percent of class:
		Lynrock Lake LP – 6.9% Lynrock Lake Partners LLC – 6.9% Cynthia Paul – 6.9%
	(c)	Number of shares as to which the person has:
		(i)       Sole power to vote or to direct the vote:
		Lynrock Lake LP – 2,326,734 Lynrock Lake Partners LLC – 2,326,734 Cynthia Paul – 2,326,734
		(ii)      Shared power to vote or to direct the vote:
		Lynrock Lake LP – 0 Lynrock Lake Partners LLC – 0 Cynthia Paul – 0
		(iii)     Sole power to dispose or to direct the disposition of:
		Lynrock Lake LP – 2,326,734 Lynrock Lake Partners LLC – 2,326,734 Cynthia Paul – 2,326,734
		(iv)     Shared power to dispose or to direct the disposition of:
		Lynrock Lake LP – 0 Lynrock Lake Partners LLC – 0 Cynthia Paul – 0

As of December 31, 2018, Lynrock Lake Master Fund LP ("Lynrock Lake Master") directly held 2,326,734 shares of the Issuer's Ordinary Shares.  Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Lake Master.  Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master.

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 has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
	As disclosed in Item 4 of this Schedule 13G, as of December 31, 2018, Lynrock Lake Master directly held 2,326,734 shares of the Issuer's Ordinary Shares. Certain feeder funds that invest in Lynrock Lake Master may have the right to receive dividends from, and proceeds from, the sale of the Ordinary Shares directly held by Lynrock Lake Master.
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
	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:

 

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.

 

Date:  February 14, 2019

 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G, dated February 14, 2019 (including amendments thereto) with respect to the ordinary shares, par value ILS 0.10 per share, of Allot Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other.