Page 6 of 7 SEC Filing
(f)
any other material change in the Issuer’s business or corporate structure;
(g)
changes in the Issuer’s charter or by-laws or other actions which may impede the acquisition of control of the Issuer by any person;
(h)
a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i)
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j)
any action similar to any of those enumerated above.
| Item 5. | Interest in Securities of the Issuer. |
ITEM
5 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
(a)
Internet Gold is the beneficial owner of 19,363,396 Ordinary Shares of the Issuer that are directly held by it, which constitute
approximately 64.78% of the issued and outstanding Ordinary Shares of the Issuer.
In
addition, Mr. Shaul Elovitch may be deemed to be the beneficial holder of 3,177 Ordinary Shares of the Issuer held of record by
Mrs. Iris Elovitch, which constitute approximately 0.01% of the issued and outstanding Ordinary Shares of the Issuer.
Therefore,
Internet Gold and Mr. Shaul Elovitch are the beneficial owners of 19,366,573 Ordinary Shares of the Issuer, which constitute approximately
64.79% of the issued and outstanding Ordinary Shares of the Issuer, of which 19,363,396 Ordinary Shares are held of record by
Internet Gold.
The
foregoing percentages are based on 29,889,045 issued and outstanding Ordinary Shares as disclosed in the proxy statement of the
Issuer on Form 6-K dated May 11, 2015 (which excludes 19,230 shares held as treasury stock).
(b)
The Reporting Persons have shared power to dispose or direct the disposition of 19,363,396 Ordinary Shares of the Issuer held
of record by Internet Gold.
Mr.
Shaul Elovitch and Mrs. Iris Elovitch have shared power to dispose or direct the disposition of 3,177 Ordinary Shares of the Issuer
held of record by Mrs. Iris Elovitch.
(c)
The following table sets forth all of the transactions in the Ordinary Shares of the Issuer effected by the Internet Gold
since the most recent filing of Schedule 13D.
| Date of Transaction | Number of Ordinary Shares Purchased/Sold on the Tel Aviv Stock Exchange | Price per share | ||
| June 17, 2014 | Purchased 15,000 | NIS 63.20 | ||
| January 13, 2016 | Sold 575,000 | NIS 97.00 |
Except
for such transactions, the Reporting Persons have not effected any transactions in the Ordinary Shares of the Issuer since the
filing of Amendment No. 7.
(d)
No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares reported above in this Item 5, other than as described in the Statement.
(e)
Not applicable.
| Item 7. | Exhibits. |
None.
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