Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
(Amendment No. 1)
(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
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REE AUTOMOTIVE LTD.
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(Name of Issuer)
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Class A Ordinary Shares, without par value
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(Title of Class of Securities)
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M8287R103
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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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).
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1
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Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only). |
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Clal Insurance Enterprises Holdings Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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Place of Organization
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Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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458,584 Class A Ordinary Shares *
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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458,584 Class A Ordinary Shares *
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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458,584 Class A Ordinary Shares *
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.4%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* See Item 4.
** Based on 8,495,953 Class A Ordinary Shares outstanding as of January 24, 2024 (as reported by the Issuer in its registration
statement on Form F-3filed with the Securities and Exchange Commission
on January 29, 2024).
Item 1.
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Name of Issuer: REE AUTOMOTIVE LTD. (the “Issuer”).
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Address of Issuer’s Principal Executive Offices:
Kibbutz Glil-Yam 4690500, Israel
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Item 2.
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Name of Person Filing:
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Address of Principal Business Offices or, if none, Residence:
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Clal Insurance Enterprises Holdings Ltd. – 36 Raul Walenberg St., Tel Aviv 66180, Israel
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Place of Organization:
Israel.
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Title of Class of Securities:
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Class A Ordinary Shares, without par value (the “Class A Ordinary Shares”).
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CUSIP Number:
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M8287R103
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
| Item 4. |
Ownership
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Of the 458,584 Class A Ordinary Shares reported in this Statement as beneficially owned by Clal as of such date, (i) 76,102 Class A Ordinary Shares are beneficially held for its own account; and (ii) 387,482 Class A Ordinary Shares 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 76,102 Class A
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.
| Item 5. |
Ownership of 5 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 ☐. |
| Item 6. |
Ownership of More than 5 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 or Control Person
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. |
Certifications
Not applicable. |
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.
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February 14, 2024
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CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
BY: /s/ Eran Czerninski /s/ Barak Benski
Eran Czerninski and Barak Benski, authorized signatories of CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
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