CUSIP No. M39927104
|
13G
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Ron Senator
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)
o
(b)
x
|
3
|
SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
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6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
---
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a). This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities.
(**) Based on 10,692,371 ordinary shares outstanding as of May 1, 2013 (as reported in Exhibit 2 to Form 6-K filed by the Issuer on May 13, 2013).
CUSIP No. M39927104
|
13G
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Page 3 of 10 Pages
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1
|
NAME OF REPORTING PERSONS
Sphera Funds Management Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)
o
(b)
x
|
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
|
7
|
SOLE DISPOSITIVE POWER
---
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12
|
TYPE OF REPORTING PERSON (See instructions)
CO
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a). This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities.
(**) Based on 10,692,371 ordinary shares outstanding as of May 1, 2013 (as reported in Exhibit 2 to Form 6-K filed by the Issuer on May 13, 2013).
CUSIP No. M39927104
|
13G
|
Page 4 of 10 Pages
|
1
|
NAME OF REPORTING PERSONS
Sphera Capital Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)
o
(b)
x
|
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
|
7
|
SOLE DISPOSITIVE POWER
---
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12
|
TYPE OF REPORTING PERSON (See instructions)
CO
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a). This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities.
(**) Based on 10,692,371 ordinary shares outstanding as of May 1, 2013 (as reported in Exhibit 2 to Form 6-K filed by the Issuer on May 13, 2013).
Item 1.
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(a)
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Name of Issuer
:
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Ellomay Capital Ltd.
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(b)
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Address of Issuer's Principal Executive Offices
:
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9 Rothschild Boulevard, 2nd floor, Tel Aviv 66881, Israel
Item 2.
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(a)
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Name of Person Filing
:
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Sphera Funds Management Ltd.
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(b)
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Address of Principal Business Office
:
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Ron Senator – c/o Sphera Funds Management Ltd., Platinum House, 21 Ha'arba'ah Street, Tel Aviv 64739, Israel
Sphera Funds Management Ltd. – 21 Ha'arba'ah Street, Tel Aviv 64739, Israel
Sphera Capital Ltd. – 21 Ha'arba'ah Street, Tel Aviv 64739, Israel
Ron Senator – Israel and U.S.
Sphera Funds Management Ltd. – Israel
Sphera Capital Ltd. – Israel
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(d)
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Title of Class of Securities
:
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Ordinary Shares, par value NIS 10.00 per share
M39927104
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(a)
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Amount beneficially owned
:
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See row 9 of cover page of each reporting person.
The securities reported herein are beneficially owned as follows:
|
·
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178,709 shares (representing 1.67% of the total ordinary shares outstanding) beneficially owned by Sphera Funds Management Ltd. ("SFML"), which acts as the investment management company for Sphera Master Fund LP. ("Sphera Master"). Sphera Master has delegated its investment management authority to SFML.
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In addition, Ron Senator may be considered the beneficial owner of shares held by the Sphera Master, since he serves as portfolio manager for SFML.
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·
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303,762 shares (representing 2.84% of the total ordinary shares outstanding) beneficially owned by Sphera Capital Ltd. ("Sphera Capital"), which acts as the investment management company for Sphera Small Cap Master Fund Ltd. ("Sphera Small Cap Fund"). Sphera Small Cap Fund has delegated its investment management authority to Sphera Capital.
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In addition, Ron Senator may be considered the beneficial owner of shares held by the Sphera Small Cap Fund, since he serves as portfolio manager for Sphera Capital.
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·
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14,484 shares (representing 0.14% of the total ordinary shares outstanding) beneficially owned by Sphera Capital, which has investment discretion under an investment management agreement to manage the investments of EJS Investment Management S.A. (a company incorporated under the laws of Switzerland), acting for and on behalf of Firstag Securities Ltd. and Galatee Holdings Ltd (both companies incorporated under the laws of the British Virgin Islands), all three entities referred to collectively as the "EJS entities".
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In addition, Ron Senator may be considered the beneficial owner of shares held by the EJS Entities, since he serves as portfolio manager for Sphera Capital.
This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Exchange Act or for any other purpose, and each of the Reporting Persons and other entitles names in this Schedule 13D disclaims the existence of any such group.
See row 11 of cover page of each reporting person
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(c)
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Number of shares as to which such person has
:
|
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(i)
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Sole power to vote or to direct the vote:
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See row 5 of cover page of each reporting person
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(ii)
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Shared power to vote or to direct the vote:
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See row 6 of cover page of each reporting person and note in Item 4(a) above
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(iii)
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Sole power to dispose or to direct the disposition of:
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See row 7 of cover page of each reporting person
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(iv)
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Shared power to dispose or to direct the disposition of:
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See row 8 of cover page of each reporting person and note in Item 4(a) above
Item 5.
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Ownership of Five Percent or Less of a Class
: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the
following:
x
.
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Item 6
.
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Ownership of More than Five Percent on Behalf of Another
:
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N.A.
Item 7
.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
:
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N.A.
Item 8
.
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Identification and Classification of Members of the Group
:
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N.A.
Item 9
.
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Notice of Dissolution of Group
:
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N.A.
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.
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.
August 15, 2013
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Ron Senator
/s/ Ron Senator
_________________________
By: Ron Senator
Sphera Funds Management Ltd.
/s/ Amir Ayalon
________________________
By: Amir Ayalon
Title: Chief Executive Officer
Sphera Capital Ltd.
/s/ Amir Ayalon
________________________
By: Amir Ayalon
Title: Chief Executive Officer
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Exhibit 1
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Agreement of Joint Filing by and among the Reporting Persons (incorporated by reference from Exhibit 1 to Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on August 5, 2013).
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10