FORTY Formula Systems 1985 Ltd

This Amendment No.2 (this “ Amendment No. 2 ”) to the Statement of Beneficial Ownership on Schedule 13D filed on December 6, 2010 (the “ Statement ”), as amended by Amendment No. 1 thereto filed on August 8, 2017 (“ Amendment No. 1 ”), relates to the ordinary shares, par value 1.00 New Israeli Shekels (“ NIS ”) per share (“ Ordinary Shares ”), of Formula Systems (1985) Ltd., an Israeli corporation (the “ Issuer ”).  The address of the principal executive offices of the Issuer is 5 HaPlada Street, Or Yehuda 6021805, Israel. Capitalized terms used herein that are not otherwise defined shall have the respective meanings assigned thereto in the Statement.

This Amendment No. 2 is being filed by Asseco (as defined in Item 2 below) to report a reduction in the beneficial ownership of Asseco by more than one percent relative to the 4,466,997 Ordinary Shares that had been held by it as reported in Amendment No. 1. This overall decrease in Asseco’s beneficial ownership is attributable to the sale by Asseco of 589,151 Ordinary Shares on August 22, 2017. See paragraph (c) of Item 5 below for further details.

This Amendment No. 2 is being filed by Asseco Poland S.A. (“ Asseco ”), sometimes referred to herein as the “ Reporting Person .”

Asseco is a Polish joint-stock company.  The principal business of Asseco is software production and development.  The principal business and office address of Asseco is Olchowa 14, 35-322 Rzeszow, Poland.  The names, business addresses, present principal occupation or employment and citizenship of the directors and executive officers of Asseco are set forth in the attached Schedule A , which is incorporated herein by reference.

During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors and executive officers of the Reporting Person, (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibited or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

No funds were expended by the Reporting Person for the transaction described in this Amendment No. 2, which consisted of the sale of Ordinary Shares by Asseco. 

As described in the Statement, the Ordinary Shares purchased by the Reporting Person were purchased as a strategic investment in the Issuer and its subsidiaries and affiliate companies engaged in the IT solutions and services business, with the intent of expanding the Reporting Person’s product offering and market reach. The sale of Ordinary Shares by Asseco that is reported in this Amendment No. 2 does not imply a change in this approach. Despite the reduction in its holdings, Asseco still holds a significant stake in the Issuer’s share capital.

Asseco intends to continue to assess its investment in the Issuer from time to time on the basis of various factors, including, without limitation, the Issuer’s business, financial condition, results of operations and prospects, general economic, market and industry conditions, as well as other developments and other investment opportunities.  Depending upon the foregoing factors or any other factors deemed relevant by Asseco, it may acquire additional Ordinary Shares or other Issuer securities and/or financial instruments, or dispose of all or part of the Ordinary Shares, in open market transactions, privately negotiated transactions or otherwise.  Any acquisition or disposition may be effected by Asseco at any time without prior notice.

As noted in the Statement, Asseco affirms herein once again that its representatives may engage in communications from time to time with one or more shareholders, officers or directors of the Issuer regarding the Issuer's operating performance, strategic direction or other matters that, if effected, could result in or relate to, among other things, any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth above, neither the Reporting Person, nor, to the best of its knowledge, any of its directors or executive officers, has any present plan or proposal which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

(a) and (b)  The responses of the Reporting Person to Rows (7) through (13) of the cover pages of this Amendment No. 2 are incorporated herein by reference.  As of the date of this Amendment No. 2, Asseco is the direct holder and beneficial owner (with direct voting and dispositive power) of 3,877,846 Ordinary Shares, representing approximately 26.3% of the Issuer’s outstanding Ordinary Shares (which percentage is based on 14,728,782 Ordinary Shares issued and outstanding, which outstanding share information was reported in the Issuer’s Annual Report on Form 20-F for the year ended December 31, 2016, which was filed with the SEC on May 16, 2017, and has been confirmed by the Issuer to the Reporting Person as still accurate).

Except as described in the first paragraph of this Item 5, as of the date of this Amendment No. 2, neither the Reporting Person, nor, to the best of its knowledge, any of its directors or executive officers, beneficially owns any of the Issuer’s Ordinary Shares or presently has the power to vote or direct the vote or to dispose or direct the disposition of any Ordinary Shares.

(c) On August 22, 2017, Asseco entered into an agreement for, and consummated, the sale of 589,151 Ordinary Shares to the Issuer’s chief executive officer, pursuant to a privately negotiated transaction that was consummated in Israel, at a price of NIS 124.14 per share (or $34.59 per share, based on the representative exchange rate of NIS 3.589= US $1.00 reported by the Bank of Israel as of August 3, 2017). 

Except for the foregoing transaction, neither the Reporting Person, nor, to the best knowledge of the Reporting Person, any of its directors or executive officers, has effected any transaction in the Ordinary Shares of the Issuer during the past 60 days.

(d)  Not applicable.

(e)  Not applicable.

None.

None.

SIGNATURES

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.

Schedule A

Directors and Executive Officers of Asseco Poland S.A.

The name, business address, present principal occupation or employment and citizenship of the directors and executive officers of Asseco Poland S.A. are set forth below.  The business address of each such director and executive officer is Olchowa 14, 35-322 Rzeszow, Poland.