13G Filing: Migdal Insurance & Financial Holdings Ltd. and Sapiens International Corporation N.V. (SPNS)

SCHEDULE 13G

(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 following box to designate the rule pursuant to which the 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 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 (“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 Person
	Migdal Insurance & Financial 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
		6.	Shared Voting Power
			2,468,836 Ordinary Shares *
		7.	Sole Dispositive Power
		8.	Shared Dispositive Power
			2,468,836 Ordinary Shares *
9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,468,836 Ordinary Shares *
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	☐
11.	Percent of Class Represented by Amount in Row (9)
	5.03%**
12.	Type of Reporting Person :
	CO

*See Item 4.

The foregoing entity is referred to as the “Reporting Person” in this Statement:

Migdal Insurance & Financial Holdings Ltd., an Israeli public company, with a principal business address at  4 Efal Street; P.O. Box 3063; Petach Tikva 49512, Israel.

             

(d)	Title of Class of Securities:

Ordinary Shares, NIS 0.01 par value per share (the “Ordinary Shares”)

(e)	CUSIP Number:

N7716A151

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable.

Item 4.

Ownership

Of the 2,468,836 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person (i) 2,468,836 Ordinary Shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by subsidiaries of Reporting Person, according to the following segmentation: 1,297,863 Ordinary Shares are held by Profit participating life assurance accounts 940,421 Ordinary Shares are held by Provident funds and companies that manage provident funds, and 230,552 Ordinary Shares are held by companies for the management of funds for joint investments in trusteeship, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 0 are beneficially held for their own account (Nostro account). Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of 2,468,836 Ordinary Shares reported in this Statement Except as set forth above, see items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.

Item 5.

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 ☐.

Item 6.

Ownership of More than Five 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 Not Applicable.

Item 8.

Identification and Classification of Members of the Group Not Applicable.

Item 9.       Notice of Dissolution of Group

    Not Applicable.

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