Amended Statement of Ownership (sc 13g/a)
11 Février 2019 - 7:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)*
B
Communications Ltd.
(Name
of Issuer)
Ordinary
Shares, par value NIS 0.1 per share
(Title
of Class of Securities)
M15629104
(CUSIP
Number)
December
31, 2018
(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. 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
1,510,858
(*)
|
|
7
|
SOLE
DISPOSITIVE POWER
---
|
|
8
|
SHARED
DISPOSITIVE POWER
1,510,858
(*)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,510,858
(*)
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.05%
(*) (**)
|
|
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
1,510,858
(*)
|
|
7
|
SOLE
DISPOSITIVE POWER
---
|
|
8
|
SHARED
DISPOSITIVE POWER
1,510,858
(*)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,510,858
(*)
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.05%
(*) (**)
|
|
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
1,510,858
(*)
|
|
7
|
SOLE
DISPOSITIVE POWER
---
|
|
8
|
SHARED
DISPOSITIVE POWER
1,510,858
(*)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,510,858
(*)
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.05%
(*) (**)
|
|
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 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
|
|
(a)
|
Amount
beneficially owned
:
|
See
row 9 of cover page of each reporting person.
|
CUSIP
No. M15629104
|
13G
|
Page
6 of 9 Pages
|
On
December 31, 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.
|
|
|
●
|
671,573
Ordinary Shares (representing 2.25% 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.
February
6, 2019
|
|
Dov Yelin
|
|
|
|
|
|
/s/ Dov Yelin
|
|
|
By: Dov Yelin
|
|
|
|
|
|
Yair Lapidot
|
|
|
|
|
|
/s/ Yair Lapidot
|
|
|
By: Yair Lapidot
|
|
|
|
|
|
Yelin Lapidot Holdings Management Ltd.
|
|
|
|
|
|
/s/ Dov Yelin
|
|
|
By: Dov Yelin
|
|
|
Title: Joint Chief Executive Officer
|
|
CUSIP
No. M15629104
|
13G
|
Page
9 of 9 Pages
|
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