Securities and Exchange Commission
Washington, D.C. 20549
 
Schedule 13G
 
(Rule 13d-102)

Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Otonomo Technologies Ltd.
(Name of Issuer)

Ordinary Shares
(Title of Class of Securities)

M7571L103
(CUSIP Number)
 
December 31, 2022
(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. M7571L103
Schedule 13G
Page 2 of 5

1
Names of Reporting Persons

Ben Volkow
2
Check the Appropriate Box if a Member of a Group          
(a) ☐
(b) ☐
3
SEC Use Only
 

4
Citizenship or Place of Organization

Israel
Number of Shares Beneficially Owned by Each Reporting Person With
5
Sole Voting Power
 
16,743,073
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
16,743,073
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person

16,743,073
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable
11
Percent of Class Represented by Amount in Row 9

11.9%
12
Type of Reporting Person

IN



CUSIP No. M7571L103
Schedule 13G
Page 3 of 5

ITEM 1.
(a)           Name of Issuer:
 
Otonomo Technologies Ltd. (the “Issuer”).
 

(b)
Address of Issuer’s Principal Executive Offices:

16 Abba Eban Boulevard, Herzliya Pituach 467256, Israel.
 
ITEM 2.
(a)           Name of Person Filing:
 
This statement is filed on behalf of Ben Volkow (the “Reporting Person”).
 

(b)
Address or Principal Business Office:
 
The business address of the Reporting Person is c/o Otonomo Technologies Ltd., 16 Abba Eban Boulevard, Herzliya Pituach 467256, Israel.
 

(c)
Citizenship of each Reporting Person is:
 
The Reporting Person is a citizen of Israel.
 

(d)
Title of Class of Securities:
 
Ordinary shares, no par value (“Ordinary Shares”).
 

(e)
CUSIP Number:

M7571L103
 
ITEM 3.
 
Not applicable.
 


CUSIP No. M7571L103
Schedule 13G
Page 4 of 5

ITEM 4.
Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2022, based upon 140,768,022 Ordinary Shares outstanding as of September 12, 2022, as disclosed in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission on October 7, 2022.

Reporting Person
 
Amount
beneficially
owned
   
Percent
of class:
   
Sole power to vote or to direct the vote:
   
Shared power to vote or to direct the vote:
   
Sole power to dispose or to direct the disposition
of:
   
Shared
power to
dispose or
to direct
the
disposition
of:
 
Ben Volkow
 
16,743,073
   
11.9%

 
16,743,073
   
0
   
16,743,073
   
0
 

The Reporting Person is the beneficial owner of 16,743,073 Ordinary Shares, which consist of (i) 16,480,079 Ordinary Shares held of record by the Reporting Person and (ii) 262,994 Ordinary Shares underlying restricted stock units that will vest on or prior to March 1, 2023.
 
ITEM 5.
Ownership of Five Percent or Less of a Class.
 
Not applicable.
 
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.
 
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.
 
Not applicable.



CUSIP No. M7571L103
Schedule 13G
Page 5 of 5

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:          January 25, 2023

 
Ben Volkow

/s/ Ben Volkow