Filing Details

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	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*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 on 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, as amended (the “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).

 

 

 

Item 5.    Interest in Securities of the Issuer

The first paragraph in Item 5 and all paragraphs under Items 5(a), (b) and (c) of the Schedule 13D are amended and restated as follows:

 

 All calculations of beneficial ownership percentage in this Schedule 13D are made on the basis of 53,719,667 outstanding Ordinary Shares of the Issuer, as reported by the Issuer in its Annual Report on Form 20-F for the fiscal year ended December 31, 2016, filed with the SEC on April 19, 2017 and as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. 

(a)-(b)

(i) XT Investments is the beneficial owner of an aggregate of 6,273,128 Ordinary Shares (including the 182,000 Ordinary Shares which XT Investments has the right to receive during October 2017 as described in Item 6), representing 11.7% of the issued and outstanding Ordinary Shares. All of the Ordinary Shares that XT Investments beneficially owns are, or are expected to be (in the case of the 182,000 Ordinary Shares which XT Investments has the right to receive during October 2017), held directly by XT Investments. XT Investments possesses sole voting power and sole dispositive power with respect to the Ordinary Shares that it beneficially owns (excluding the 182,000 Ordinary Shares described above).

(ii) XT Holdings may be deemed to be the beneficial owner of an aggregate of 6,273,128 Ordinary Shares, representing 11.7% of the issued and outstanding Ordinary Shares. Such amount consists entirely of the 6,273,128 Ordinary Shares beneficially owned by XT Investments (including the 182,000 Ordinary Shares which XT Investments has the right to receive during October 2017 as described in Item 6). XT Holdings does not hold any Ordinary Shares itself. XT Holdings merely shares, or is expected to share (in the case of the 182,000 Ordinary Shares which XT Investments has the right to receive during October 2017), voting power and dispositive power with respect to the Ordinary Shares beneficially owned by XT Investments, in each case by virtue of XT Holdings being the parent company of XT Investments.

(iii) To the knowledge of the Reporting Persons, the following Schedule 1 Persons own Ordinary Shares as follows: (1) Mr. Ehud Angel - 21 Ordinary Shares and (2) Mr. Amnon Lion - 14,098 Ordinary Shares.

(c) Other than as described in Item 6 below, no transactions were effected by the Reporting Persons, or, to the knowledge of the Reporting Persons, any of the Schedule 1 Persons, with respect to the Ordinary Shares during the sixty (60) days preceding the date hereof.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The section “Other Agreements” under Item 6 of the Schedule 13D is amended and restated as follows:

As previously disclosed in the Original Schedule 13D, XT Investments is a party to a transaction with an affiliate of Citi, pursuant to which Citi borrowed 130,000 ordinary shares of Israel Corporation from XT Investments. The Ordinary Shares distributed in the Spin-Off in respect of such shares of Israel Corporation either (i) were delivered by Citi to XT Investments or (ii) are expected to be delivered by Citi to XT Investments pursuant to the agreement between Citi and XT Investments, in each case during 2017 together with the shares of Israel Corporation, as follows:

 

·	182,000 Ordinary Shares were delivered in April 2017;

·	182,000 Ordinary Shares were delivered in July 2017; and

·	182,000 Ordinary Shares, which XT Investments has the right to receive during October 2017. Accordingly, XT Investments is considered the beneficial owner of these 182,000 Ordinary Shares pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

 Certain Ordinary Shares beneficially owned by XT Investments are subject to a pledge. Additional Ordinary Shares beneficially owned by XT Investments may become subject to pledges in the future.

Item 7.  Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended and restated as follows:

 

 

 

Signature

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, we certify that the information set forth in this Statement is true, complete and correct.

 

 

 

Dated: August 22, 2017

 

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