Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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. M15629104
|
13G
|
Page 2
of 9 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Dov Yelin
|
|
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
1,504,308 (*)
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
8
|
SHARED DISPOSITIVE POWER
1,504,308 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,504,308 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.03% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
(*) The beneficial ownership of the securities reported herein
is described in Item 4(a).
(**) Based on 29,889,045 Ordinary Shares
outstanding as of December 30, 2018 (as reported on Bloomberg LP).
|
CUSIP No.
M15629104
|
13G
|
Page 3
of 9 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Yair Lapidot
|
|
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
1,504,308 (*)
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
8
|
SHARED DISPOSITIVE POWER
1,504,308 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,504,308 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.03% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
(*) The beneficial ownership of the securities reported herein
is described in Item 4(a).
(**) Based on 29,889,045 Ordinary Shares
outstanding as of December 30, 2018 (as reported on Bloomberg LP).
|
CUSIP No.
M15629104
|
13G
|
Page 4
of 9 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Yelin Lapidot Holdings Management 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
1,504,308 (*)
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
8
|
SHARED DISPOSITIVE POWER
1,504,308 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,504,308 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.03% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
CO
|
(*) The beneficial ownership of the securities reported herein
is described in Item 4(a).
(**) Based on 29,889,045 Ordinary Shares
outstanding as of December 30, 2018 (as reported on Bloomberg LP).
|
CUSIP
No. M15629104
|
13G
|
Page 5
of 9 Pages
|
|
|
Item 1.
(a)
|
Name of Issuer
:
|
B Communications Ltd.
|
|
(b)
|
Address of Issuer's Principal
Executive Offices
:
|
2 Dov Friedman Street, Ramat Gan
L3 52503, Israel
|
|
Item 2.
(a)
|
Name of Person Filing
:
|
Dov Yelin
Yair Lapidot
Yelin Lapidot Holdings Management
Ltd.
|
|
(b)
|
Address of Principal Business
Office
:
|
Dov Yelin – 50 Dizengoff St.,
Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
Yair Lapidot – 50 Dizengoff
St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
Yelin Lapidot
Holdings Management Ltd. – 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
|
|
(c)
|
Citizenship or Place of
Incorporation
:
|
Dov Yelin –
Israel
Yair Lapidot
– Israel
Yelin Lapidot
Holdings Management Ltd. – Israel
|
|
(d)
|
Title of Class of Securities
:
|
Ordinary Shares,
par value NIS 0.1 per share
M15629104
|
CUSIP
No. M15629104
|
13G
|
Page 6
of 9 Pages
|
|
|
(a)
|
Amount beneficially owned
:
|
See row 9 of
cover page of each reporting person.
On December
27, 2018, the securities reported herein were beneficially owned as follows:
|
|
●
|
839,285
Ordinary Shares (representing 2.81% of the total Ordinary Shares outstanding) beneficially
owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd.
|
|
|
●
|
665,023
Ordinary Shares (representing 2.22% of the total Ordinary Shares outstanding) beneficially
owned by provident funds managed by Yelin Lapidot Provident Funds Management Ltd.
|
The securities
reported herein are beneficially owned by provident funds managed by Yelin Lapidot Provident Funds Management Ltd. and/or mutual
funds managed by Yelin Lapidot Mutual Funds Management Ltd. (the “
Subsidiaries
”), each a wholly-owned subsidiary
of Yelin Lapidot Holdings Management Ltd. (“
Yelin Lapidot Holdings
”). Messrs. Yelin and Lapidot each own 24.38%
of the share capital and 25.004% of the voting rights of Yelin Lapidot Holdings, and are responsible for the day-to-day management
of Yelin Lapidot Holdings. The Subsidiaries operate under independent management and make their own independent voting and investment
decisions. Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit
of the members of the provident funds or mutual funds, as the case may be. This Statement shall not be construed as an admission
by Messrs. Yelin and Lapidot, Yelin Lapidot Holdings or the Subsidiaries that he or it is the beneficial owner of any of the securities
covered by this Statement, and each of Messrs. Yelin and Lapidot, Yelin Lapidot Holdings, and the Subsidiaries disclaims beneficial
ownership of any such securities.
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
|
CUSIP
No. M15629104
|
13G
|
Page 7
of 9 Pages
|
|
|
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
:
|
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.
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.
|
CUSIP
No. M15629104
|
13G
|
Page 8
of 9 Pages
|
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.
January 3, 2019
|
|
Dov Yelin
|
|
|
|
|
|
|
By:
|
/s/ Dov Yelin
|
|
|
|
Dov Yelin
|
|
|
|
|
|
|
Yair Lapidot
|
|
|
|
|
|
|
By:
|
/s/ Yair Lapidot
|
|
|
|
Yair Lapidot
|
|
|
|
|
|
|
Yelin Lapidot Holdings Management Ltd.
|
|
|
|
|
|
|
By:
|
/s/ Dov Yelin
|
|
|
|
Dov Yelin
|
|
|
Title:
|
Joint Chief Executive Officer
|
|
CUSIP
No. M15629104
|
13G
|
Page 9
of 9 Pages
|
Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Ordinary Shares of
B Communications
Ltd.
Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness
or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe
that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with
each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity
securities (as defined in Rule 13d-1(i)) of the issuer, beneficially owned by each of them. This Joint Filing Agreement shall
be included as an exhibit to such Schedule 13G and any amendments thereto.
This agreement may
be executed in any number of counterparts, each of which shall be deemed an original.
January 3, 2019
|
|
Dov Yelin
|
|
|
|
|
|
|
By:
|
/s/ Dov Yelin
|
|
|
|
Dov Yelin
|
|
|
|
|
|
|
Yair Lapidot
|
|
|
|
|
|
|
By:
|
/s/ Yair Lapidot
|
|
|
|
Yair Lapidot
|
|
|
|
|
|
|
Yelin Lapidot Holdings Management Ltd.
|
|
|
|
|
|
|
By:
|
/s/ Dov Yelin
|
|
|
|
Dov Yelin
|
|
|
Title:
|
Joint Chief Executive Officer
|