UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Allot Communications Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

M0854Q 10 5

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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. M0854Q 10 5

 

 

1.

Names of Reporting Persons
Partech International Growth Capital I LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
303,144

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
303,144

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
303,144

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.4%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2


 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons
Partech International Growth Capital III LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
344,483

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
344,483

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
344,483

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.5%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3


 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons
46th Parallel LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
647,627

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
647,627

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
647,627

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4


 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons
Double Black Diamond II LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
20,671

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
20,671

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,671

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
<0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5


 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons
AXA Growth Capital II LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
144,677

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
144,677

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
144,677

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.6%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

6


 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons
48th Parallel LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
144,677

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
144,677

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
144,677

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.6%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

7


 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons
Par SF II LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,790

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
5,790

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,790

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
<0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

8


 

CUSIP No. M0854Q 10 5

 

 

1.

Names of Reporting Persons
Vincent R. Worms

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
818,765

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
818,765

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
818,765

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

9


 

Item 1.

 

(a)

Name of Issuer
Allot Communications Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
22 Hanagar Street, Industrial Zone B, Hod-Hasharon, 45240 Israel

 

Item 2.

 

(a)

Name of Person Filing
Partech International Growth Capital I LLC (“PIGC I”)

Partech International Growth Capital III LLC (“PIGC III”)

AXA Growth Capital II L.P. (“AXGC II”)

Double Black Diamond II LLC (“Double Black”)

Par SF II LLC (“Par SF II”)

46th Parallel LLC (“46th Parallel”)

48th Parallel LLC (“48th Parallel”)

Vincent R. Worms (“Worms”)

 

(b)

Address of Principal Business Office or, if none, Residence
Principal office for PIGC I, PIGC III, Double Black, and 46th Parallel:

Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman Islands

 

Principal office for 48th Parallel and Par SF II:

1209 Orange Street, Wilmington, DE 19801

 

Principal office for AXGC II:

Clarendon House, 2 Church Street, PO Box HM 666, Hamilton, Bermuda HM CX

 

Principal office for Vincent R. Worms:

50 California Street, Suite 3200, San Francisco, CA 94111

 

 

(c)

Citizenship

PIGC I, PIGC III, Double Black, and 46th Parallel are Cayman Island companies limited by guarantee.  AXGC II is a Bermuda Limited Partnership.  Par SF II and 48th Parallel are Delaware Limited Liability Companies.  Worms is a citizen of France.

 

(d)

Title of Class of Securities
Ordinary Shares

 

(e)

CUSIP Number
M0854Q 10 5

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

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:____________________________

 

10


 

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:   

PIGC I is recordholder of 303,144 shares of Ordinary Shares of the Issuer as of December 31, 2009.  46th Parallel is the managing member of PIGC I, Worms, the managing member 46th Parallel, may be deemed to hold sole voting and dispositive power over the shares held by PIGC I.  Such person and entities disclaim beneficial ownership of shares held by PIGC I except to the extent of pecuniary interest therein.

 

PIGC III is recordholder of 344,483 shares of Ordinary Shares of the Issuer as of December 31, 2009.  46th Parallel is the managing member of PIGC III, Worms, the managing member of 46th Parallel, may be deemed to hold sole voting and dispositive power over the shares held by PIGC III.  Such person and entities disclaim beneficial ownership of shares held by PIGC III except to the extent of pecuniary interest therein.

 

AXGC II is recordholder of 144,677 shares of Ordinary Shares of the Issuer as of December 31, 2009.  48th Parallel is the managing member of AXGC II, Worms, the managing member of 48th Parallel, may be deemed to hold sole voting and dispositive power over the shares held by AXGC II.  Such person and entities disclaim beneficial ownership of shares held by AXGC II except to the extent of pecuniary interest therein.

 

Par SF II LLC is recordholder of 5,790 shares of Ordinary Shares of the Issuer as of December 31, 2009.  Worms, the managing member of Par SF II, may be deemed to hold sole voting and dispositive power over the shares held by Par SF II.  Such person disclaims beneficial ownership of shares held by Par SF II except to the extent of pecuniary interest therein.

 

Double Black is recordholder of 20,671 shares of Ordinary Shares of the Issuer as of December 31, 2009.  Worms, the managing member of Double Black, may be deemed to hold sole voting and dispositive power over the shares held by Double Black. Such person and entities disclaim beneficial ownership of shares held by Double Black except to the extent of pecuniary interest therein.

 

(b)

Percent of class:

 

PIGC I

 

1.4

%

 

 

PIGC III

 

1.5

%

 

 

46th Parallel

 

2.9

%

 

 

AXGC II

 

0.6

%

 

 

48th Parallel

 

0.6

%

 

 

Double Black

 

<0.1

%

 

 

Par SF II

 

<0.1

%

 

 

Worms

 

3.7

%

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote

 

PIGC I

 

303,144

 

 

 

PIGC III

 

344,483

 

 

 

46th Parallel

 

647,627

 

 

 

AXGC II

 

144,677

 

 

 

48th Parallel

 

144,677

 

 

 

Double Black

 

20,671

 

 

 

Par SF II

 

5,790

 

 

 

Worms

 

818,765

 

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

PIGC I

 

303,144

 

 

 

PIGC III

 

344,483

 

 

 

46th Parallel

 

647,627

 

 

 

AXGC II

 

144,677

 

 

 

48th Parallel

 

144,677

 

 

 

Double Black

 

20,671

 

 

 

Par SF II

 

5,790

 

 

 

Worms

 

818,765

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

 

 

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   x.

 

 

11


 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

Item 9.

Notice of Dissolution of Group

 

 

12


 

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.

 

 

February 12, 2010

 

Date

 

 

 

/s/ Vincent Worms

 

Signature

 

Partech International Growth Capital I LLC

 

By: 46th Parallel, LLC, Managing Member

 

Vincent Worms, Managing Member

 

Name/Title

 

 

 

/s/ Vincent Worms

 

Signature

 

Partech International Growth Capital III LLC

 

By: 46th Parallel, LLC, Managing Member

 

Vincent Worms, Managing Member

 

Name/Title

 

 

 

/s/ Vincent Worms

 

Signature

 

46th Parallel, LLC

 

Vincent Worms, Managing Member

 

Name/Title

 

 

 

/s/ Vincent Worms

 

Signature

 

AXA Growth Capital II LP

 

By: 48th Parallel, LLC, General Partner

 

Vincent Worms, Managing Member

 

Name/Title

 

 

 

/s/ Vincent Worms

 

Signature

 

48th Parallel, LLC

 

Vincent Worms, Managing Member

 

Name/Title

 

 

 

/s/ Vincent Worms

 

Signature

 

Par SF II, LLC

 

Vincent Worms, Managing Member

 

Name/Title

 

 

 

/s/ Vincent Worms

 

Signature

 

 

 

Vincent Worms

 

Name/Title

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

13