Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

NAME OF REPORTING PERSONS: Israel Corporation Ltd.

I.R.S. IDENTIFICATION NOS.

OF ABOVE PERSONS: 000000000

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

589,465,480^(1)(2)(3)(4)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

589,465,480^(1)(2)(3)

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

589,465,480^(1)(2)(3)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

46.0%⁽⁵⁾

TYPE OF REPORTING PERSON (See Instructions)

CO

Represents 589,465,480 ordinary shares (Ordinary Shares), par value NIS 1.00 per share of Israel Chemicals Ltd. (ICL).

Includes 2,286,720 Ordinary Shares, which Israel Corporation Ltd. (Israel Corp.) has a right to regain within 60 days of the reporting date, subject to certain forward sale agreements, as set forth in ICLs Registration Statement on Form F-1, filed with the U.S. Securities and Exchange Commission (the Commission) on September 23, 2014 (the ICL Form F-1). Israel Corp. does not currently have voting rights or dispositive power with respect to these 2,286,720 Ordinary Shares subject to the forward sale agreements, which shares have been made available to the forward counterparties under such agreements. Israel Corp. will not regain voting rights and dispositive power with respect to all or a portion of such 2,286,720 Ordinary Shares unless it informs the forward counterparties otherwise at the relevant settlement dates specified in such agreements. Settlement under such forward sale agreements with respect to such 2,286,720 Ordinary Shares will be executed in components, on a number of settlement dates.

Excludes 7,623,128 Ordinary Shares, which Israel Corp. has a right to regain from after 60 days following the reporting date, subject to certain forward sale agreements, as set forth in the ICL Form F-1. Israel Corp. does not currently have voting rights or dispositive power with respect to these 7,623,128 Ordinary Shares subject to the forward sale agreements, which shares have been made available to the forward counterparties. Under such agreements, Israel Corp. will not regain voting rights and dispositive power with respect to all or a portion of such 7,623,128 Ordinary Shares unless it informs the forward counterparties otherwise at the relevant settlement dates specified in such agreements. Settlement under such forward sales agreements with respect to such 7,623,128 Ordinary Shares is expected to continue to be executed in components, on a number of settlement dates over a period of approximately one year.

Holders of Ordinary Shares are entitled to one vote for each share on all matters submitted to a vote of shareholders, subject to any special rights of a special state share in ICL issued to the State of Israel and its main subsidiaries (the Special State Share) or to any class of shares that may be authorized in the future.

Based on 1,280,301,147 Ordinary Shares issued and outstanding as of February 27, 2019, as set forth in ICLs Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed with the Commission on February 27, 2019.

Name of Issuer:

Address of Issuers Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office, or if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned: 589,465,480 ^(1)(2)(3)

Percent of class: 46.0%⁽⁴⁾

Number of shares as to which Israel Corp. has:

Sole power to vote or to direct the vote: 589,465,480 ^(1)(2)(3)(5)

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 589,465,480 ^(1)(2)(3)

Shared power to dispose or to direct the disposition of: 0

Represents 589,465,480 Ordinary Shares of ICL.

Includes 2,286,720 Ordinary Shares, which Israel Corp. has a right to regain within 60 days of the reporting date, subject to certain forward sale agreements, as set forth in the ICL Form F-1. Israel Corp. does not currently have voting rights or dispositive power with respect to these 2,286,720 Ordinary Shares subject to the forward sale agreements, which shares have been made available to the forward counterparties under such agreements. Israel Corp. will not regain voting rights and dispositive power with respect to all or a portion of such 2,286,720 Ordinary Shares unless it informs the forward counterparties otherwise at the relevant settlement dates specified in such agreements. Settlement under such forward sale agreements with respect to such 2,286,720 Ordinary Shares will be executed in components, on a number of settlement dates.

Excludes 7,623,128 Ordinary Shares, which Israel Corp. has a right to regain from after 60 days following the reporting date, subject to certain forward sale agreements, as set forth in the ICL Form F-1. Israel Corp. does not currently have voting rights or dispositive power with respect to these 7,623,128 Ordinary Shares subject to the forward sale agreements, which shares have been made available to the forward counterparties. Under such agreements, Israel Corp. will not regain voting rights and dispositive power with respect to all or a portion of such 7,623,128 Ordinary Shares unless it informs the forward counterparties otherwise at the relevant settlement dates specified in such agreements. Settlement under such forward sales agreements with respect to such 7,623,128 Ordinary Shares is expected to continue to be executed in components, on a number of settlement dates over a period of approximately one year.

Based on 1,280,301,147 Ordinary Shares issued and outstanding as of February 27, 2019, as set forth in ICLs Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed with the Commission on February 27, 2019.

Holders of Ordinary Shares are entitled to one vote for each share on all matters submitted to a vote of shareholders, subject to any special rights of the Special State Share or to any class of shares that may be authorized in the future.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.