Sec Form 13G Filing - Clal Insurance Enterprises Holdings Ltd filing for ELLOMAY CAPITAL LTD (ELLO) - 2020-03-05

SCHEDULE 13G

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

 (Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND

(d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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 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).

 

1	Name of Reporting Persons/ I.R.S. Identification Nos. of above persons (entities only).
	Clal Insurance Enterprises Holdings Ltd.
2	Check the Appropriate Box if a Member of a Group
	(a)☐
	(b)☐
3	SEC Use only
4	Place of Organization
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	Sole Voting Power
			0
		6	Shared Voting Power
			824,743 Ordinary Shares *
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			824,743 Ordinary Shares *
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	824,743 Ordinary Shares *
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	☐
11	Percent of Class Represented by Amount in Row (9)
	6.7%**
12	Type of Reporting Person :
	CO

* See Item 4.

** Based on information received from the Issuer, there were 12,194,094 Ordinary Shares of the Issuer outstanding as of March 5, 2020 and 160,000 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares that are exercisable within 60 days that may be deemed to beneficially owned by the Reporting Person.

Item 1.

Item 2.

Clal Insurance Enterprises Holdings Ltd. (“Clal” or the “Reporting Person”). Clal, an Israeli public corporation, may be deemed to beneficially own the Ordinary Shares reported in this Statement.  See Item 4.

Clal Insurance Enterprises Holdings Ltd.  – 36 Raul Walenberg St., Tel Aviv 66180, Israel

 

Israel.

 

(d)          Title of Class of Securities:

 

Ordinary Shares, par value NIS 10.00 per share (the “Ordinary Shares”).

 

 

M39927120

Of the 824,743 Ordinary Shares reported in this Statement as beneficially owned by Clal (i) 149,743 Ordinary Shares, including 25,000 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares that are exercisable within 60 days, are beneficially held for its own account; and (ii) 675,000 Ordinary Shares, including 135,000 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares that are exercisable within 60 days, are beneficially held for its own account, are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions. Consequently, this Statement shall not be construed as an admission by Clal, that it is the beneficial owner of more than 149,743 Ordinary Shares covered by this Statement.

 

Except as set forth above, see items 5-11 of the cover page hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.

 

Not applicable.

Item 10.  Certifications

 

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.

 

 

SIGNATURES

 

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.