UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Itamar Medical Ltd.
(Name
of Issuer)
Ordinary
Shares, par value NIS 0.01 per share
(Title of Class of Securities)
465437101
(CUSIP
Number)
(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).
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CUSIP No.
465437101
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13G
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Page 2 of
8 Pages
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1
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NAME OF
REPORTING PERSONS
The
Phoenix Holdings Ltd.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE
VOTING POWER
---
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6
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SHARED
VOTING POWER
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7
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SOLE
DISPOSITIVE POWER
---
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8
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SHARED
DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
instructions)
☐
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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).
(**) The amount of shares includes
7,413,990 Ordinary Shares held in 247,133 of the issuer's American
depositary shares (“ADSs”). Each ADS represents thirty Ordinary
Shares.
(***) Based on 491,613,539
Ordinary Shares outstanding as of March 17, 2021 (as reported by
the Issuer in its Form 20-F filed with the Securities and Exchange
Commission on March 29, 2021).
Item
1.
(a) Name
of Issuer:
Itamar Medical Ltd.
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(b) |
Address of Issuer's Principal Executive Offices:
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9 Halamish Street,
Industrial Park Caesarea 3088900, Israel
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Item
2. (a) |
Name of Person Filing:
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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.
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(b) |
Address of Principal Business Office:
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The address of the Phoenix Holdings Ltd. is Derech Hashalom 53,
Givataim, 53454, Israel.
The Phoenix Holdings Ltd. - Israel
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(d) |
Title of Class of Securities:
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Ordinary Shares, par value NIS 0.01 per share
465437101
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(a) |
Amount beneficially owned:
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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 June 8, 2021, the securities
reported herein were held as follows:
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Ordinary
Shares
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Percentage of total Ordinary Shares outstanding
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Excellence "nostro" accounts
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--
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--
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Excellence provident funds
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--
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--
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Excellence trust funds (2)
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7,371,157
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1.49
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%
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Excellence ETF's
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--
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--
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The Phoenix "nostro" accounts
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--
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--
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The Phoenix pension
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--
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--
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Linked insurance policies of
Phoenix
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--
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--
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Partnership for Israeli shares (1)
(3)
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15,979,761
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3.25
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%
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Partnership for investing in shares
indexes (1)
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2,304,730
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0.47
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%
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Partnership for international
shares (1)
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--
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--
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Halman - Aldubi Provident and
Pension Funds Ltd.
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--
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--
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(1)
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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.
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(2)
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The amount of
shares includes 514,920 Ordinary Shares held in 17,164 of the
issuer's ADSs.
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(3)
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The amount of
shares includes 6,899,070 Ordinary Shares held in 229,969 of the
issuer's ADSs.
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(b)
Percent of class:
See row 11 of cover page of each reporting person
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(c) |
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
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Item 5. |
Ownership of Five Percent or Less of a Class:
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Item 6. |
Ownership of More than Five Percent on Behalf of
Another:
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Not
applicable.
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Item 7. |
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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Not
applicable.
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Item 8. |
Identification and Classification of Members of the
Group:
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Not
applicable.
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Item 9. |
Notice of Dissolution of Group:
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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.
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.
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The Phoenix Holdings Ltd.
/s/ Eli Schwartz
By: Eli
Schwartz*
Title: Executive
Vice President - Chief Financial Officer
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/s/
Haggai Schreiber
By: Haggai Schreiber*
Title: Executive Vice President -
Chief Investment Officer
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* Signature duly
authorized by resolution of the Board of Directors, notice of which
is attached as Exhibit 1 to this Schedule 13G.
EXHIBIT
NO.
DESCRIPTION
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Exhibit 1 |
Notice of resolution of the Board
of Directors of the Phoenix Holdings Ltd., dated as of December 12,
2019.
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8