UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. _)*

 

Ellomay Capital Ltd

(Name of Issuer)

 

Ordinary Shares, par value NIS 10.00 per share

(Title of Class of Securities)

 

M39927120

(CUSIP Number)

 

July 22, 2019

(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. M39927120 13G Page 2 of 10 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

 

642,318(*)

7

SOLE DISPOSITIVE POWER

 

---

8

SHARED DISPOSITIVE POWER

 

642,318(*)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

642,318(*)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.60% (*) (**)

12

TYPE OF REPORTING PERSON (See instructions)

 

IN

 

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

 

(**)Based on 11,479,094 Ordinary Shares outstanding as of July 22, 2019 (as reported by the Tel Aviv Stock Exchange on its website).

 

 

 

 

CUSIP No. M39927120 13G Page 3 of 10 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

 

642,318(*)

7

SOLE DISPOSITIVE POWER

 

---

8

SHARED DISPOSITIVE POWER

 

642,318(*)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

642,318(*)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.60% (*) (**)

12

TYPE OF REPORTING PERSON (See instructions)

 

IN

 

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

 

(**)Based on 11,479,094 Ordinary Shares outstanding as of July 22, 2019 (as reported by the Tel Aviv Stock Exchange on its website).

 

 

 

 

CUSIP No. M39927120 13G Page 4 of 10 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

 

642,318(*)

7

SOLE DISPOSITIVE POWER

 

---

8

SHARED DISPOSITIVE POWER

 

642,318(*)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

642,318(*)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.60% (*) (**)

12

TYPE OF REPORTING PERSON (See instructions)

 

CO

 

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

 

(**)Based on 11,479,094 Ordinary Shares outstanding as of July 22, 2019 (as reported by the Tel Aviv Stock Exchange on its website).

 

 

 

 

Item 1.(a)Name of Issuer:

 

Ellomay Capital Ltd.

 

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

 

9 Rothschild Boulevard, 2nd floor, Tel Aviv, 6688112, 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 10.00 per share

 

(e)CUSIP Number:

 

M39927120

 

Item 3.Not applicable.

 

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Item 4.Ownership:

 

(a)Amount beneficially owned:

 

See row 9 of cover page of each reporting person.

 

On July 22, 2019, the securities reported herein were beneficially owned as follows:

 

525,318 Ordinary Shares (representing 4.58% of the total Ordinary Shares outstanding) beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd.

 

117,000 Ordinary Shares (representing 1.02% 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.

 

(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

 

6

 

 

(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:

 

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.

 

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.

 

7

 

 

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.

 

July 29, 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

 

8

 

 

EXHIBIT NO.   DESCRIPTION
     
Exhibit 1   Joint Filing Agreement filed by and among the Reporting Persons, dated as of July 29, 2019.

 

9

 

 

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 Ellomay Capital 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.

 

July 29, 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

 

 

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