SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
(Name of Issuer)
Ordinary Shares, par value NIS 1.00 each
(Title of Class of Securities)
February 16, 2020
(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. M6240T109
|13G||Page 2 of 8 Pages|
NAME OF REPORTING PERSONS
The Phoenix Holdings Ltd.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.76% (*) (**)
TYPE OF REPORTING PERSON (See instructions)
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 44,523,450 Ordinary Shares outstanding as of February 11, 2020 (as reported by the Issuer in Exhibit 99.1 to its Form 6-K filed with the Securities and Exchange Commission on February 13, 2020).
Item 1. (a) Name of Issuer:
Address of Issuer's Principal Executive Offices:
2 Holtzman St., Science Park, P.O. Box 4081, Rehovot 7670402, Israel
Item 2. (a)
Name of Person Filing:
|The Phoenix Holdings Ltd.|
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. (the "Subsidiaries"). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.
Address of Principal Business Office:
The address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
|The Phoenix Holdings Ltd. - Israel|
Title of Class of Securities:
Ordinary Shares, par value NIS 1.00 each
Amount beneficially owned:
|See row 9 of cover page of each reporting person.|
Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group. In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement.
As of February 16, 2020, the securities reported herein were held as follows:
|Percentage of total Ordinary Shares outstanding|
|Excellence "nostro" accounts||--||--|
|Excellence provident funds||--||--|
|Excellence trust funds||407,535.70||0.92||%|
|The Phoenix "nostro" accounts||28,307||0.06||%|
|The Phoenix pension||--||--|
|Linked insurance policies of Phoenix||--||--|
|Partnership for Israeli shares (1)||1,471,099.44||3.30||%|
|Partnership for investing in shares indexes (1)||213,858.12||0.48||%|
|Partnership for international shares (1)||--||--|
(1) All ownership rights in this partnership belong to companies that are part of Phoenix Group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.
Percent of class:
|See row 11 of cover page of each reporting person|
Number of shares as to which such person has:
Sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above
Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above
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 5 percent of the class of securities, check the following ☒.
Ownership of More than Five Percent on Behalf of Another:
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Identification and Classification of Members of the Group:
Notice of Dissolution of Group:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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 23, 2020
The Phoenix Holdings Ltd.
/s/ Eli Schwartz
By: Eli Schwartz**Title: Executive Vice President - Chief Financial Officer
/s/ Menachem Neeman
By: Menachem Neeman**Title: Executive Vice President - Chief Legal Counsel and Corporate Secretary
* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 1 to this Schedule 13G.
Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of December 12, 2019 (incorporated herein by reference to Exhibit 3 to the Schedule 13G filed on February 18, 2020).