CUSIP
No. M39927120
|
13G
|
Page
2 of 11 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
1,168,953
(*)(**)
|
7
|
SOLE
DISPOSITIVE POWER
---
|
8
|
SHARED
DISPOSITIVE POWER
1,168,953
(*)(**)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,168,953
(*)(**)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.18%
(**)(***)
|
12
|
TYPE
OF REPORTING PERSON (See instructions)
IN
|
(*)
|
This
figure is as of January 2, 2020. On December 31, 2019, this figure was 1,082,698.
|
(**)
|
The
beneficial ownership of the securities reported herein is described in Item 4(a).
|
|
|
(***)
|
Based on 11,479,094 Ordinary Shares outstanding as of January 2, 2020 (as reported by the Tel Aviv Stock
Exchange on its website). On December 31, 2019, this figure was 9.43% based on 11,479,094
Ordinary Shares outstanding as of December 31, 2019 (as reported by the Tel Aviv Stock
Exchange on its website).
|
CUSIP
No. M39927120
|
13G
|
Page
3 of 11 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
1,168,953
(*)(**)
|
7
|
SOLE
DISPOSITIVE POWER
---
|
8
|
SHARED
DISPOSITIVE POWER
1,168,953
(*)(**)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,168,953
(*)(**)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.18%
(**)(***)
|
12
|
TYPE
OF REPORTING PERSON (See instructions)
IN
|
(*)
|
This figure is as of January 2, 2020. On December 31, 2019, this figure was 1,082,698.
|
(**)
|
The
beneficial ownership of the securities reported herein is described in Item 4(a).
|
|
|
(***)
|
Based on 11,479,094 Ordinary Shares outstanding as of January 2, 2020 (as reported by the Tel Aviv Stock
Exchange on its website). On December 31, 2019, this figure was 9.43% based on 11,479,094
Ordinary Shares outstanding as of December 31, 2019 (as reported by the Tel Aviv Stock
Exchange on its website).
|
CUSIP
No. M39927120
|
13G
|
Page
4 of 11 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
1,168,953 (*)(**)
|
7
|
SOLE
DISPOSITIVE POWER
---
|
8
|
SHARED
DISPOSITIVE POWER
1,168,953 (*)(**)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,168,953 (*)(**)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.18% (**)(***)
|
12
|
TYPE
OF REPORTING PERSON (See instructions)
CO
|
(*)
|
This figure is as of January 2, 2020. On December 31, 2019, this figure was 1,082,698.
|
(**)
|
The
beneficial ownership of the securities reported herein is described in Item 4(a).
|
|
|
(***)
|
Based on 11,479,094 Ordinary Shares outstanding as of January 2, 2020 (as reported by the Tel Aviv Stock
Exchange on its website). On December 31, 2019, this figure was 9.43% based on 11,479,094
Ordinary Shares outstanding as of December 31, 2019 (as reported by the Tel Aviv Stock
Exchange on its website).
|
CUSIP
No. M39927120
|
13G
|
Page
5 of 11 Pages
|
1
|
NAME
OF REPORTING PERSONS
Yelin
Lapidot Mutual Funds 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
876,156 (*)(**)
|
7
|
SOLE
DISPOSITIVE POWER
---
|
8
|
SHARED
DISPOSITIVE POWER
876,156 (*)(**)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,156 (*)(**)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.63% (**)(***)
|
12
|
TYPE
OF REPORTING PERSON (See instructions)
CO
|
(*)
|
This figure is as of January 2, 2020. On December 31, 2019, this figure was 887,872.
|
(**)
|
The beneficial ownership of the securities reported herein is described in Item 4(a).
|
|
|
(***)
|
Based
on 11,479,094 Ordinary Shares outstanding as of January 2, 2020 (as reported by the Tel Aviv Stock Exchange on its website). On
December 31, 2019, this figure was 7.73% based on 11,479,094 Ordinary Shares outstanding as of December
31, 2019 (as reported by the Tel Aviv Stock Exchange on its website).
|
CUSIP
No. M39927120
|
13G
|
Page
6 of 11 Pages
|
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.
Yelin Lapidot Mutual Funds 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
Yelin Lapidot Mutual Funds 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
Yelin Lapidot Mutual Funds
Management Ltd. – Israel
|
(d)
|
Title of Class of Securities:
|
Ordinary Shares, par value
NIS 10.00 per share
M39927120
CUSIP
No. M39927120
|
13G
|
Page
7 of 11 Pages
|
|
(a)
|
Amount beneficially owned:
|
See row 9 of cover page of each
reporting person.
On January 2, 2020, the securities reported herein were beneficially owned as follows:
|
●
|
876,156
Ordinary Shares (representing 7.63% of the total Ordinary Shares outstanding) beneficially owned
by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd.
|
|
●
|
292,797
Ordinary Shares (representing 2.55% of the total Ordinary Shares outstanding) beneficially owned
by provident funds managed by Yelin Lapidot Provident Funds Management Ltd.
|
On December 31, 2019, the securities reported herein were beneficially owned as follows:
|
●
|
887,872 Ordinary Shares (representing 7.73%
of the total Ordinary Shares outstanding) beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd.
|
|
|
|
|
●
|
194,826 Ordinary Shares (representing
1.70% 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.
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
CUSIP
No. M39927120
|
13G
|
Page
8 of 11 Pages
|
|
(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.
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.
CUSIP
No. M39927120
|
13G
|
Page
9 of 11 Pages
|
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.
January 9, 2020
|
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
|
|
|
|
|
Yelin
Lapidot Mutual Funds Management Ltd.
|
|
|
|
|
/s/ Asaf Eldar
|
|
By:
|
Asaf
Eldar
|
|
Title:
|
Chief
Executive Officer
|
CUSIP
No. M39927120
|
13G
|
Page
10 of 11 Pages
|
CUSIP
No. M39927120
|
13G
|
Page
11 of 11 Pages
|
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.
January 9, 2020
|
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
|
|
|
|
|
Yelin
Lapidot Mutual Funds Management Ltd.
|
|
|
|
|
/s/ Asaf Eldar
|
|
By:
|
Asaf
Eldar
|
|
Title:
|
Chief
Executive Officer
|