UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. __)*

 

(Name of Issuer)

 (Title of Class of Securities)

(CUSIP Number)

 

(Date of Event Which Requires Filing of this Statement)

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).

 

CUSIP No. 29014R103

13G

Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS
	Menora Mivtachim Holdings Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---
		6	SHARED VOTING POWER
			1,931,204 (*)
		7	SOLE DISPOSITIVE POWER
			---
		8	SHARED DISPOSITIVE POWER
			1,931,204 (*)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,931,204 (*)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.78% (*) (**)
12	TYPE OF REPORTING PERSON (See instructions)
	CO

(**) Based on 33,427,238 Ordinary Shares outstanding as of May 23, 2018 (as reported on Bloomberg LP).

 

Item 1. (a)                Name of Issuer:

(b)	Address of Issuer's Principal Executive Offices:

Item 2. (a)

Name of Person Filing:

Menora Mivtachim Holdings Ltd.

(b)

Address of Principal Business Office:

Menora Mivtachim Holdings Ltd. – Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel

(c)

Citizenship or Place of Incorporation:

Menora Mivtachim Holdings Ltd. – Israel

(d)

Title of Class of Securities:

Common Stock, USD 0.01 par value per share

(e)

CUSIP Number:

Item 3.

Not applicable.

Item 4.

Ownership:

(a)

Amount beneficially owned:

See row 9 of cover page of each reporting person.

The securities reported herein are beneficially owned as follows:

·

1,527,278 shares of common stock (representing 4.57% of the total shares of common stock outstanding) beneficially owned by Menora Mivtachim Pensions and Gemel Ltd.;

 

·

364,006 shares of common stock (representing 1.09% of the total shares of common stock outstanding) beneficially owned by Menora Mivtachim Insurance Ltd.;

 

·

30,320 shares of common stock (representing 0.09% of the total shares of common stock outstanding) beneficially owned by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd.; and

 

·

9,600 shares of common stock (representing 0.03% of the total shares of common stock outstanding) beneficially owned by Shomera Insurance Company Ltd.

(b)

Percent of class:

See row 11 of cover page of each reporting person

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See row 5 of cover page of each reporting person

(ii)

Shared power to vote or to direct the vote:

See row 6 of cover page of each reporting person and note in Item 4(a) above

(iii)

Sole power to dispose or to direct the disposition of:

See row 7 of cover page of each reporting person

(iv)

Shared power to dispose or to direct the disposition of:

See row 8 of cover page of each reporting person and note in Item 4(a) above

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another:

The beneficial ownership of the securities reported herein is described in Item 4(a).

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.                    Certification:

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.

 

 SIGNATURE

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.

 

May 27, 2018

 

 

EXHIBIT NO.          DESCRIPTION

Exhibit 1

Agreement of Joint Filing by and among the Reporting Persons, dated as of May 27, 2018.

 

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