Amended Statement of Beneficial Ownership (sc 13d/a)
October 21 2020 - 11:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Cellcom Israel Ltd.
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(Name of Issuer)
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Ordinary Shares, par value NIS 0.01 per share
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(Title of Class of Securities)
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M2196U-10-9
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(CUSIP Number)
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Larisa Cohen, Adv.
Discount Investment Corporation Ltd.
ToHa Building, 27th floor, 114 Igal Alon St.,
Tel Aviv 6744320
Israel
Tel: +972 3 6075888
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including
all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
1
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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Koor Industries Ltd.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☒
(b) ☐
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3
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SEC Use only
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4
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Source of funds (See Instructions)
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OO
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5
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Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
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Israel
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Number of Shares Beneficially
Owned by Each
Reporting Person
With:
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7
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Sole Voting Power
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0
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8
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Shared Voting Power
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☒
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13
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Percent of Class Represented by Amount in Row (11)
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14
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Type of Reporting Person (See Instructions)
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CO
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(*)
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Includes (i) 75,065,120 Ordinary Shares held by Koor Industries Ltd. ("Koor"), a wholly owned subsidiary of Discount Investment Corporation Ltd. ("DIC");
(ii) 3,412,500 Ordinary Shares, representing approximately 2.10% of the outstanding Ordinary Shares, held by two shareholders whose voting rights in respect of these shares are vested in Koor and whose dispositive power in respect
of these shares is subject to certain rights of Koor (shares described in clauses (i) and (ii) collectively, the "Koor Shareholdings"); (iii) 8,138,736 Ordinary Shares, representing 5% of the
outstanding Ordinary Shares held by Wior Communications Ltd. and Blejer Communications Ltd. (through a lending transaction two private Israeli companies, fully owned by Messrs. Mauricio Wior and Mario Blejer, respectively (the "Israeli Shareholders"). For further information on the lending transaction, see Item 6.
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(**)
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Does not include the aforesaid 3,412,500 Ordinary Shares of the Koor Shareholdings in connection with which Koor holds voting rights.
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(***)
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Does not
include 101,057 Ordinary Shares held by mutual funds, which are managed for the accounts of third-party clients by a subsidiary of Epsilon Investment House Ltd., which is a direct subsidiary of the reporting person (“Epsilon
Shareholdings"). The reporting person disclaims beneficial ownership of the Epsilon Shareholdings.
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SCHEDULE 13D
CUSIP NO. M2196U-10-9
1
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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Discount Investment Corporation Ltd.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☒
(b) ☐
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3
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SEC Use only
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4
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Source of funds (See Instructions)
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OO
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5
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Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
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Israel
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Number of Shares Beneficially
Owned by Each
Reporting Person
With:
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7
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Sole Voting Power
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0
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8
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Shared Voting Power
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☒ (***)
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13
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Percent of Class Represented by Amount in Row (11)
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14
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Type of Reporting Person (See Instructions)
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CO
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(*)
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Consists of the Koor Shareholdings and the shares held by the Israeli Shareholdings (collectively, the "DIC Shareholdings").
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(**)
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Does not include the aforesaid 3,412,500 Ordinary Shares of the DIC Shareholdings in connection with which DIC holds voting rights.
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(***)
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Does not include the Epsilon Shareholdings.
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SCHEDULE 13D
CUSIP NO. M2196U-10-9
1
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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Eduardo Sergio Elsztain
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☒
(b) ☐
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3
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SEC Use only
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4
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Source of funds (See Instructions)
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OO
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5
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Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
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Argentina
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Number of Shares Beneficially
Owned by Each
Reporting Person
With:
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7
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Sole Voting Power
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0
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|
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8
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Shared Voting Power
|
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|
|
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9
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Sole Dispositive Power
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0
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|
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10
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Shared Dispositive Power
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|
|
|
|
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11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
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12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☒ (***)
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13
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Percent of Class Represented by Amount in Row (11)
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14
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Type of Reporting Person (See Instructions)
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IN
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(*)
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Consists of the DIC Shareholdings.
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(**)
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Does not include the aforesaid 3,412,500 Ordinary Shares of the DIC Shareholdings in connection with which DIC holds voting rights.
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(***)
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Does not include the Epsilon Shareholdings.
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SCHEDULE 13D
CUSIP NO. M2196U-10-9
1
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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Wior Communications Ltd. (*)
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☒
(b) ☐
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3
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SEC Use only
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4
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Source of funds (See Instructions)
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OO (see Item 6)
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5
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Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
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Israel
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Number of Shares Beneficially
Owned by Each
Reporting Person
With:
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7
|
Sole Voting Power
|
|
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0
|
|
|
|
|
8
|
Shared Voting Power
|
|
|
|
|
|
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9
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Sole Dispositive Power
|
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0
|
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10
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Shared Dispositive Power
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|
|
|
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11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
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|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13
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Percent of Class Represented by Amount in Row (11)
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5.0% (**)
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14
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Type of Reporting Person (See Instructions)
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IN
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(*)
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An Israeli private company wholly owned by Mr. Mauricio Wior and in which Mr. Wior is the sole director.
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(**)
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Includes shares held by Mario Blejer and his wholly owned company, Blejer Communications Ltd. See Item 6. for more information
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SCHEDULE 13D
CUSIP NO. M2196U-10-9
1
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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Mauricio Wior (*)
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☒
(b) ☐
|
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|
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3
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SEC Use only
|
|
|
|
|
|
|
|
4
|
Source of funds (See Instructions)
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OO (see Item 6)
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5
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Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
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☐
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6
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Citizenship or Place of Organization
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Israel
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Number of Shares Beneficially
Owned by Each
Reporting Person
With:
|
7
|
Sole Voting Power
|
|
|
0
|
|
|
|
|
8
|
Shared Voting Power
|
|
|
|
|
|
|
|
9
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Sole Dispositive Power
|
|
|
0
|
|
|
|
|
10
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Shared Dispositive Power
|
|
|
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
☐
|
|
|
|
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13
|
Percent of Class Represented by Amount in Row (11)
|
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5.0% (**)
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14
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Type of Reporting Person (See Instructions)
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IN
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(*)
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Shares held through Wior Communications Ltd., an Israeli company wholly owned by Mr. Wior and in which Mr. Wior is the sole director.
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(**)
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Includes shares held by Mario Blejer and his wholly owned company, Blejer Communications Ltd. See Item 6 for more information.
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SCHEDULE 13D
CUSIP NO. M2196U-10-9
1
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Names of Reporting Persons.
|
|
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I.R.S. Identification Nos. of above persons (entities only)
|
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Blejer Communications (*)
|
|
|
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a) ☒
(b) ☐
|
|
|
|
|
3
|
SEC Use only
|
|
|
|
|
|
|
|
4
|
Source of funds (See Instructions)
|
|
|
OO (see Item 6)
|
|
|
|
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5
|
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
|
☐
|
|
|
|
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6
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Citizenship or Place of Organization
|
|
|
Israel
|
|
|
|
|
Number of Shares Beneficially
Owned by Each
Reporting Person
With:
|
7
|
Sole Voting Power
|
|
|
0
|
|
|
|
|
8
|
Shared Voting Power
|
|
|
|
|
|
|
|
9
|
Sole Dispositive Power
|
|
|
0
|
|
|
|
|
10
|
Shared Dispositive Power
|
|
|
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
☐
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
|
|
|
5.0% (**)
|
|
|
|
|
14
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Type of Reporting Person (See Instructions)
|
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|
IN
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(*)
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An Israeli private company wholly owned by Mr. Mario Blejer and in which Mr. Blejer is the sole director.
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(**)
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Includes shares held by Mauricio Wior and his wholly owned company, Wior Communications Ltd. See Item 6 for more information.
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SCHEDULE 13D
CUSIP NO. M2196U-10-9
1
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Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
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|
Mario Blejer(*)
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|
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2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a) ☒
(b) ☐
|
|
|
|
|
3
|
SEC Use only
|
|
|
|
|
|
|
|
4
|
Source of funds (See Instructions)
|
|
|
OO (see Item 6)
|
|
|
|
|
5
|
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
|
☐
|
|
|
|
|
6
|
Citizenship or Place of Organization
|
|
|
Israel
|
|
|
|
|
Number of Shares Beneficially
Owned by Each
Reporting Person
With:
|
7
|
Sole Voting Power
|
|
|
0
|
|
|
|
|
8
|
Shared Voting Power
|
|
|
|
|
|
|
|
9
|
Sole Dispositive Power
|
|
|
0
|
|
|
|
|
10
|
Shared Dispositive Power
|
|
|
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
☐
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
|
|
|
5.0% (**)
|
|
|
|
|
14
|
Type of Reporting Person (See Instructions)
|
|
|
IN
|
|
|
|
|
(*)
|
Shares held through Blejer Communications Ltd., an Israeli company wholly owned by Mr. Blejer and in which Mr. Blejer is the sole director.
|
(**)
|
Includes shares held by Mauricio Wior and his wholly owned company, Wior Communications Ltd. See Item 6 for more information.
|
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