SCHEDULE 13G

(Amendment No. __)
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934

 

 

Check the following box to designate the rule pursuant to which the 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 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).

 

*See Item 4.

** Based on 14,728,782 ordinary shares issued and outstanding as of August 3, 2017 (according to publicly available information provided by the issuer).

Item 1.

 

(a)

Name of Issuer:

 

FORMULA SYSTEMS 1985-SP ADR

 

(b)

Address of Issuer’s Principal Executive Offices:

 

5 Hapldah St., Or Yehuda, 60218

Item 2.

 

(a)-(c)          Name of Person Filing, address and citizenship:

 

The foregoing entity is referred to as the “Reporting Person” in this Statement:

 

Migdal Insurance & Financial Holdings Ltd., an Israeli public company, with a principal business address at  4 Efal Street; P.O. Box 3063; Petach Tikva 49512, Israel.

(d)	Title of Class of Securities:

 

Ordinary Shares, NIS 0.01 par value per share (the “Ordinary Shares”)

 

(e)	CUSIP Number:

 

346414105 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable.

 

Item 4.

Ownership

 

Of the 743,694 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person (i) 743,694 Ordinary Shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by subsidiaries of Reporting Person, according to the following segmentation: 401,423 Ordinary Shares are held by Profit participating life assurance accounts 289,942 Ordinary Shares are held by Provident funds and companies that manage provident funds, and 52,329 Ordinary Shares are held by companies for the management of funds for joint investments in trusteeship, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 0 are beneficially held for their own account (Nostro account). Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of 743,694 Ordinary Shares reported in this Statement Except as set forth above, see items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.

 

Item 5.

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 ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group Not Applicable.

 

Item 9.        Notice of Dissolution of Group
   

Not Applicable.

 

 

Item 10.     Certification

 

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 PAGE TO FOLLOW]

 

 

SIGNATURES

 

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.

 

 

	MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.
	BY: /s/ Eran Czerninski & Asaf Ashkenazy
	authorized signatories of MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.