Given Imaging Ltd.
|
(Name of Issuer)
|
Ordinary Shares
|
(Title of Class of Securities)
|
2797140
|
(CUSIP Number)
|
Yaron Elad
Elron Electronic Industries Ltd.
The Triangular Tower, 42nd Floor
3 Azrieli Center, Tel Aviv 6702301
Israel
Tel: +972 3 6075555
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
December 20, 2013
|
(Date of Event which Requires Filing of this Statement)
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
RDC Rafael Development Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
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
2,662,110
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
2,662,110
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,662,110
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13. | Percent of Class Represented by Amount in Row (11)
8.1%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
DEP Technology Holdings Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
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
2,662,110
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
2,662,110
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,662,110
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13. | Percent of Class Represented by Amount in Row (11)
8.1%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Elron Electronic Industries Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
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
14,184,348 (1)
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
9,464,820
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 (1)
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13. | Percent of Class Represented by Amount in Row (11)
43.0% (1)
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Discount Investment Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
x
|
||
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
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
43.0%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
*
|
Does not include 2,297 Ordinary Shares which are held for members of the public through mutual funds which are managed by a subsidiary of Epsilon Investment House Ltd. ("Epsilon"), an indirect subsidiary of DIC (the "Epsilon Shareholding"). The Reporting Person disclaims beneficial ownership of the Epsilon Shareholding.
|
**
|
Excludes the Epsilon Shareholding.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
IDB Development Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
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
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
43.0%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
*
|
Does not include the Epsilon Shareholding. The Reporting Person disclaims beneficial ownership of the Epsilon Shareholding.
|
**
|
Excludes the Epsilon Shareholding.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
IDB Holding Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
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
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
43.0%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
*
|
Does not include the Epsilon Shareholding. The Reporting Person disclaims beneficial ownership of the Epsilon Shareholding.
|
**
|
Excludes the Epsilon Shareholding.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Nochi Dankner
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
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
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
43.0%
|
||
14. |
Type of Reporting Person (See Instructions)
IN
|
*
|
Does not include the Epsilon Shareholding. The Reporting Person disclaims beneficial ownership of the Epsilon Shareholding.
|
**
|
Excludes the Epsilon Shareholding.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Shelly Bergman
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
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
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
43.0%
|
||
14. |
Type of Reporting Person (See Instructions)
IN
|
*
|
Does not include the Epsilon Shareholding. The Reporting Person disclaims beneficial ownership of the Epsilon Shareholding.
|
**
|
Excludes the Epsilon Shareholding.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ruth Manor
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
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
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
43.0%
|
||
14. |
Type of Reporting Person (See Instructions)
IN
|
*
|
Does not include the Epsilon Shareholding. The Reporting Person disclaims beneficial ownership of the Epsilon Shareholding.
|
**
|
Excludes the Epsilon Shareholding.
|
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Avraham Livnat
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
Not Applicable
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
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
14,184,348 *
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
14,184,348 *
|
||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,184,348 *
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x**
|
||
13. | Percent of Class Represented by Amount in Row (11)
43.0%
|
||
14. |
Type of Reporting Person (See Instructions)
IN
|
*
|
Does not include the Epsilon Shareholding. The Reporting Person disclaims beneficial ownership of the Epsilon Shareholding.
|
**
|
Excludes the Epsilon Shareholding.
|
Date: December 30, 2013
|
RDC RAFAEL DEVELOPMENT CORPORATION LTD.
|
|
DEP TECHNOLOGY HOLDINGS LTD.
|
|
ELRON ELECTRONIC INDUSTRIES LTD.
|
|
DISCOUNT INVESTMENT CORPORATION LTD.
|
|
IDB DEVELOPMENT CORPORATION LTD.
|
|
IDB HOLDING CORPORATION LTD.
|
|
NOCHI DANKNER
|
|
SHELLY BERGMAN
|
|
RUTH MANOR
|
|
AVRAHAM LIVNAT
|
|
BY: DISCOUNT INVESTMENT CORPORATION LTD.
(signed)
|
|
BY: ______________________________
|
|
Michel Dahan and Kurt Keren, authorized signatories of Discount Investment Corporation Ltd., for itself and on behalf of RDC Rafael Development Corporation Ltd., DEP Technology Holdings Ltd., Elron Electronic Industries Ltd., IDB Development Corporation Ltd., IDB Holding Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat, pursuant to agreements annexed as Exhibits 2 through 10 to Amendment No. 5 to the Statement.
|