Filing Details
- Accession Number:
- 0001178913-19-000620
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-19 06:25:22
- Filed By:
- Phoenix Holdings Ltd.
- Company:
- Nano Dimension Ltd. (NASDAQ:NNDM)
- Filing Date:
- 2019-02-19
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Itshak Sharon (Tshuva) | 9,172,350 | 9,172,350 | 9,172,350 | 5.19% | ||
| Delek Group Ltd | 9,172,350 | 9,172,350 | 9,172,350 | 5.19% | ||
| The Phoenix Holdings Ltd | 9,172,350 | 9,172,350 | 9,172,350 | 5.19% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _)*
Nano Dimension Ltd.
(Name of Issuer)
Ordinary Shares, NIS 0.10 par value
(Title of Class of Securities)
63008G104
(CUSIP Number)
February 5, 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. 63008G104 | 13G | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS Itshak Sharon (Tshuva) | ||
| 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 9,172,350 (*) (**) | ||
| 7 | SOLE DISPOSITIVE POWER --- | ||
| 8 | SHARED DISPOSITIVE POWER 9,172,350 (*) (**) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,172,350 (*) (**) | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.19% (*) (***) | ||
| 12 | TYPE OF REPORTING PERSON (See instructions) IN | ||
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Of which 5,332,360 shares of common stocks held in 1,066,472 of the issuer's ADR.
(***) Based on 176,571,661 common stocks outstanding as of February 5, 2019 (as represented in the prospectus filing
dated February 5, 2019).
| CUSIP No. 63008G104 | 13G | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS Delek Group 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 9,172,350 (*) (**) | ||
| 7 | SOLE DISPOSITIVE POWER --- | ||
| 8 | SHARED DISPOSITIVE POWER 9,172,350 (*) (**) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,172,350 (*) (**) | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.19% (*) (***) | ||
| 12 | TYPE OF REPORTING PERSON (See instructions) CO | ||
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Of which 5,332,360 shares of common stocks held in 1,066,472 of the issuer's ADR.
(***) Based on 176,571,661 common stocks outstanding as of February 5, 2019 (as represented in the prospectus
filing dated February 5, 2019).
| CUSIP No. 63008G104 | 13G | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS The Phoenix 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 9,172,350 (*) (**) | ||
| 7 | SOLE DISPOSITIVE POWER --- | ||
| 8 | SHARED DISPOSITIVE POWER 9,172,350 (*) (**) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,172,350 (*) (**) | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.19% (*) (***) | ||
| 12 | TYPE OF REPORTING PERSON (See instructions) CO | ||
(*) The beneficial ownership of
the securities reported herein is described in Item 4(a).
(**) Of which 5,332,360 shares of common stocks held in 1,066,472 of the issuer's ADR.
(***) Based on 176,571,661 Ordinary Shares outstanding as of February 5, 2019 (as represented in the prospectus filing dated February 5, 2019).
Item 1. (a)
Name of Issuer:
Nano Dimension Ltd.
| (b) | Address of Issuer's Principal Executive Offices: |
2 Ilan Ramon, Ness Ziona, Israel 7403635
| Item 2. (a) | Name of Person Filing: |
1. Itshak Sharon (Tshuva)
2. Delek Group Ltd.
3.
The Phoenix Holdings Ltd.
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. (the “Subsidiaries”). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio
management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.
The Phoenix Holdings Ltd. is a controlled subsidiary of Delek Group Ltd. The
majority of Delek Group Ltd.'s outstanding share capital and voting rights are owned, directly and indirectly, by Itshak Sharon (Tshuva) through private companies wholly-owned by him, and the remainder is held by the public.
| (b) | Address of Principal Business Office: |
The address of Itshak Sharon (Tshuva) and Delek Group Ltd. is 19 Abba Eban blvd,
P.O.B. 2054, Herzliya, 4612001, Israel.
The address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim, 53454,
Israel.
| (c) | Citizenship: |
1. Itshak Sharon (Tshuva) - Israel
2. Delek Group Ltd. - Israel
3.
The Phoenix Holdings Ltd. - Israel
| (d) | Title of Class of Securities: |
Ordinary Shares, NIS 0.10 par value
| (e) | CUSIP Number: |
63008G104
| Item 3. | Not applicable. |
| Item 4. | Ownership: |
| (a) | Amount beneficially owned: |
See row 9 of cover page of each reporting person.
Each of the Subsidiaries operates under independent management and makes its own
independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section
13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group. In addition, each of the
Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this
Statement, and each of Filing Persons and Subsidiaries disclaims beneficial ownership of any such Ordinary Shares.
As of February 5, 2019, the securities reported
herein were held as follows:
| Ordinary Shares | Percentage of total Ordinary Shares outstanding | |||||||
| Excellence "nostro" accounts | -- | -- | ||||||
| Excellence provident funds | -- | -- | ||||||
| Excellence trust funds | 1,032,805 | 0.58 | % | |||||
| Excellence ETF's | -- | -- | ||||||
| The Phoenix "nostro" accounts | 1,068,003 | (1) | 0.60 | % | ||||
| The Phoenix pension | -- | -- | ||||||
| Linked insurance policies of Phoenix | -- | -- | ||||||
| Partnership for Israeli shares (2) | 6,402,521 | (3) | 3.63 | % | ||||
| Partnership for investing in shares indexes (2) | 669,021 | 0.38 | % | |||||
| Partnership for international shares (2) | -- | -- | ||||||
(1) Of which 933,335 shares of common stocks held in 186,667 of the issuer's ADR.
(2) All ownership rights in this partnership belong to companies that are part of Phoenix Group. The amount of ownership
rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.
(3) Of which 4,399,025 shares of common stocks held in 879,805 of the issuer's ADR.
| (b) | Percent of class: |
| See row 11 of cover page of each reporting person |
| (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.
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 17, 2019
| Itshak Sharon (Tshuva) /s/ Itshak Sharon (Tshuva) By: Itshak Sharon (Tshuva) |
| Delek Group Ltd. /s/ Leora Pratt Levin By: Leora Pratt Levin* Title: V.P. Legal Affairs |
| /s/ Gabi Last By: Gabi Last* Title: Chairman |
| The Phoenix Holdings Ltd.
/s/ Eli Schwartz By: Eli Schwartz** Title: Chief Financial Officer |
| /s/ Menachem Neeman By: Menachem Neeman** Title: Chief Legal Counsel and Corporate Secretary |
* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as
Exhibit 2 to this Schedule 13G.
** Signature duly authorized by resolution of the Board of Directors, notice of which is attached as
Exhibit 3 to this Schedule 13G.
| EXHIBIT NO. | DESCRIPTION |
| Exhibit 1 | Agreement of Joint Filing by and among the Reporting Persons, dated as of February 17, 2019. |
| Exhibit 2 | Notice of resolution of the Board of Directors of Delek Group Ltd., dated as of February 7, 2018. |
| Exhibit 3 | Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of January 30, 2018. |
9