-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Omq7OUt23OIAra6KnvINqToKovIe04Vby/hHgI0U8NnZRFbNT0LQhWANc5JiBAu6 pNdrhPZxvI+rnNKscnHKbA== 0001144204-10-067706.txt : 20101222 0001144204-10-067706.hdr.sgml : 20101222 20101222060556 ACCESSION NUMBER: 0001144204-10-067706 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101222 DATE AS OF CHANGE: 20101222 GROUP MEMBERS: BONSTAR INVESTMENTS LTD. GROUP MEMBERS: ISHAY MOR GROUP MEMBERS: JOSEPH MOR GROUP MEMBERS: KANIR INVESTMENTS LTD. GROUP MEMBERS: MENAHEM RAPHAEL GROUP MEMBERS: RAN FRIDRICH GROUP MEMBERS: S. NECHAMA INVESTMENTS (2008) LTD. GROUP MEMBERS: SHLOMO NECHAMA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ellomay Capital Ltd. CENTRAL INDEX KEY: 0000946394 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56015 FILM NUMBER: 101267108 BUSINESS ADDRESS: STREET 1: 9 ROTHSCHILD BLVD. CITY: TEL AVIV STATE: L3 ZIP: 66881 BUSINESS PHONE: 011-972-3-797-1111 MAIL ADDRESS: STREET 1: 9 ROTHSCHILD BLVD. CITY: TEL AVIV STATE: L3 ZIP: 66881 FORMER COMPANY: FORMER CONFORMED NAME: NUR MACROPRINTERS LTD DATE OF NAME CHANGE: 19980331 FORMER COMPANY: FORMER CONFORMED NAME: NUR ADVANCED TECHNOLOGIES LTD DATE OF NAME CHANGE: 19950607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kanir Joint Investments (2005) Limited Partnership CENTRAL INDEX KEY: 0001343851 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ERDINAST, BEN NATHAN & CO., ADV. STREET 2: 25 NACHMANI STREET CITY: TEL AVIV STATE: L3 ZIP: 65794 BUSINESS PHONE: 972 3 621 2500 MAIL ADDRESS: STREET 1: C/O ERDINAST, BEN NATHAN & CO., ADV. STREET 2: 25 NACHMANI STREET CITY: TEL AVIV STATE: L3 ZIP: 65794 SC 13D/A 1 v206305_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Ellomay Capital Ltd.
(Name of Issuer)

Ordinary Shares, NIS 1.00 par value per share
(Title of Class of Securities)

M39927 104
(CUSIP Number)

Kanir Joint Investments (2005) Limited Partnership
c/o Adam M. Klein
Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
2 Weizmann Street
Tel Aviv 64239, Israel
Tel:  +972-3-608-9839

 (Name, address and telephone number of person
authorized to receive notices and communications)

December 2, 2010
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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).

1

SCHEDULE 13D/A
CUSIP  No. M39927 104
 
1.
Names of Reporting Persons
Kanir Joint Investments (2005) Limited Partnership
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
WC
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
-
 
8.
SHARED VOTING POWER
71,449,675*
 
9.
SOLE DISPOSITIVE POWER
-
 
10.
SHARED DISPOSITIVE POWER
53,857,858*
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,930,980*
 
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4%*
 
14.
 
TYPE OF REPORTING PERSON
PN
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons.   The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Nechama Reporting Persons.
 
2
 
SCHEDULE 13D/A
CUSIP  No. M39927 104
 
1.
Names of Reporting Persons
Kanir Investments Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
N/A
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
-
 
8.
SHARED VOTING POWER
71,449,675*
 
9.
SOLE DISPOSITIVE POWER
-
 
10.
SHARED DISPOSITIVE POWER
53,857,858*
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,930,980*
 
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4%*
 
14.
 
TYPE OF REPORTING PERSON
CO, HC
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons.   The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Nechama Reporting Persons.
 
3

 
SCHEDULE 13D/A
CUSIP  No. M39927 104
 
1.
Names of Reporting Persons
Menahem Raphael
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
N/A
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
-
 
8.
SHARED VOTING POWER
71,449,675*
 
9.
SOLE DISPOSITIVE POWER
-
 
10.
SHARED DISPOSITIVE POWER
53,857,858*
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,930,980*
 
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4%*
 
14.
 
TYPE OF REPORTING PERSON
IN, HC
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons.   The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Nechama Reporting Persons.
 
4

 
SCHEDULE 13D/A
CUSIP  No. M39927 104
 
1.
Names of Reporting Persons
Ran Fridrich
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
N/A
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
-
 
8.
SHARED VOTING POWER
71,449,675*
 
9.
SOLE DISPOSITIVE POWER
-
 
10.
SHARED DISPOSITIVE POWER
53,857,858*
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,930,980*
 
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4%*
 
14.
 
TYPE OF REPORTING PERSON
IN, HC
______________________
* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons.   The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Nechama Reporting Persons.
 
5
 
SCHEDULE 13D/A
CUSIP  No. M39927 104
 
1.
Names of Reporting Persons
S. Nechama Investments (2008) Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
N/A
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
-
 
8.
SHARED VOTING POWER
71,449,675*
 
9.
SOLE DISPOSITIVE POWER
-
 
10.
SHARED DISPOSITIVE POWER
53,857,858*
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,518,695*
 
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%*
 
14.
 
TYPE OF REPORTING PERSON
CO
______________________
*Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Nechama Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Kanir Reporting Persons.   The Nechama Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Kanir Reporting Persons.
 
6
 
SCHEDULE 13D/A
CUSIP  No. M39927 104
 
1.
Names of Reporting Persons
Shlomo Nechama
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
PF
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
4,649,727
 
8.
SHARED VOTING POWER
71,449,675*
 
9.
SOLE DISPOSITIVE POWER
4,649,727
 
10.
SHARED DISPOSITIVE POWER
53,857,858*
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,168,422*
 
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%*
 
14.
 
TYPE OF REPORTING PERSON
IN, HC
 
______________________
*Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement, the Nechama Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Kanir Reporting Persons.   The Nechama Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Kanir Reporting Persons.
 
7
 
SCHEDULE 13D/A
CUSIP  No. M39927 104
 
1.
Names of Reporting Persons
Bonstar Investments Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
N/A
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
846,906
 
8.
SHARED VOTING POWER
0
 
9.
SOLE DISPOSITIVE POWER
846,906
10.
SHARED DISPOSITIVE POWER
0
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
846,906
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (see Item 5)
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%*
 
14.
 
TYPE OF REPORTING PERSON
CO
 
 
8
 
SCHEDULE 13D/A
CUSIP  No. M39927 104
 
1.
Names of Reporting Persons
Joseph Mor
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
AF
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,596,906
 
9.
SOLE DISPOSITIVE POWER
0
 
10.
SHARED DISPOSITIVE POWER
2,596,906
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,596,906
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (see Item 5)
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%*
 
14.
 
TYPE OF REPORTING PERSON
IN, HC
 
 
9
 
SCHEDULE 13D/A
CUSIP  No. M39927 104
 
1.
Names of Reporting Persons
Ishay Mor
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
AF
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,596,906
 
9.
SOLE DISPOSITIVE POWER
0
 
10.
SHARED DISPOSITIVE POWER
2,596,906
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,596,906
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (see Item 5)
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%*
 
14.
 
TYPE OF REPORTING PERSON
IN, HC
 

 
10

This Amendment No. 8 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by Kanir LP and Kanir Ltd. on November 14, 2005, as amended on February 21, 2008, on March 11, 2008, on March 31, 2008, on May 6, 2008, on January 26, 2009, on May 18, 2009, and on November 17, 2010.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following:

The exercise by Shlomo Nechama of warrants to purchase 4,236,766 Ordinary Shares was financed by Shlomo Nechama out of his personal funds in the amount of $1,482,868. The exercise by Bonstar Investments Ltd. of warrants to purchase 846,905 Ordinary Shares was financed by Bonstar Investments Ltd. out of its working capital in the amount of $296,416.

Item 4.  Purposes of Transaction

Item 4 is hereby amended by adding the following:

The purchases described in this Amendment were made for investment purposes.

Item 5.  Interest in the Securities of the Issuer

Item 5 is amended and restated as follows:

(a), (b) See the responses to Items 7 through 11 and 13 of the cover pages to this Schedule 13D.

The ownership percentages set forth in this Amendment are based on 107,500,714 Ordinary Shares outstanding as of December 9, 2010, based on information provided by the Issuer.  Such number includes (i) 4,236,766 Ordinary Shares issued to Shlomo Nechama, as a result of the exercise of warrants by Shlomo Nechama on December 2, 2010, (ii) 846,905 Ordinary Shares issued to Bonstar Investments Ltd., as a result of the exercise of warrants by Bonstar Investments Ltd. on December 8, 2010, and (iii) 2,916,329 Ordinary Shares issued to Bank Leumi Le Israel B.M., as a result of the exercise of warrants by Bank Leumi Le Israel B.M., as reported in the Issuer's Form 6-K as filed with the SEC on December 9, 2010.

Kanir LP currently holds 35,930,980 Ordinary Shares, which constitutes approximately 33.4% of the outstanding Ordinary Shares.  Kanir Ltd. in its capacity as the general partner of Kanir LP has the voting and dispositive power over the Ordinary Shares directly beneficially owned by Kanir LP.  As a result, Kanir Ltd. may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP.  Messrs. Raphael and Fridrich are the sole directors of Kanir Ltd.  As a result, they may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP.  Messrs. Raphael and Fridrich disclaim beneficial ownership of such Ordinary Shares.

Nechama Investments currently holds 35,518,695 Ordinary Shares, which constitutes approximately 33.0% of the outstanding Ordinary Shares, and Mr. Nechama currently holds 4,649,727 Ordinary Shares, which constitute approximately 4.3% of the outstanding Ordinary Shares.  On December 2, 2010, Mr. Nechama exercised his remaining warrants and received 4,236,766 Ordinary Shares. Mr. Nechama, as the sole officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any Ordinary Shares beneficially owned by Nechama Investments, which constitute (together with his warrants) 37.4% of the outstanding Ordinary Shares in the aggregate (assuming the exercise of all warrants held by Mr. Nechama).
 
11
 
By virtue of the 2008 Shareholders Agreement, the Kanir Reporting Persons and the Nechama Reporting Persons may be deemed to be members of a group that holds shared voting power with respect to 71,449,675 Ordinary Shares, which constitutes approximately 66.5% of the outstanding Ordinary Shares, and holds shared dispositive power with respect to 53,857,858 Ordinary Shares (the so-called “Restricted Shares” under the 2008 Shareholders Agreement), which constitute 50.1% of the outstanding Ordinary Shares.  Accordingly, Mr. Nechama may be deemed to beneficially own approximately 70.8% of the Outstanding Ordinary Shares.  Each of the Kanir Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Nechama Reporting Persons, and each of the Nechama Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Kanir Reporting Persons.

Messrs. Joseph Mor and Ishay Mor currently beneficially own 1,750,000 Ordinary Shares held by a company jointly owned by them and 846,905 Ordinary Shares held by Bonstar, which together constitute approximately 2.4% of the outstanding Ordinary Shares. On December 8, 2010, Bonstar exercised its remaining warrants and received 846,905 Ordinary Shares. Bonstar is also a limited partner of Kanir LP and assisted Kanir LP in the financing of the purchase of some of its Ordinary Shares.  Accordingly, Bonstar may be deemed to be a member of a group with Kanir LP, although there are no agreements between them with respect to the Ordinary Shares beneficially owned by each of them.  The Bonstar Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by any of other Reporting Persons, and such Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Bonstar Reporting Persons.

(c)           Except as described in this Amendment, no transactions in the Ordinary Shares were effected by the Reporting Persons since the most recent amendment of Schedule 13D.

(d)           Not applicable.

(e)           Not applicable.

12

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 22, 2010                                                                


KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

By: KANIR INVESTMENTS LTD., its General Partner

By:    /s/  Menahem Raphael                                                                
Name: Menahem Raphael
Title: Director

By: /s/  Ran Fridrich                                                                
Name: Ran Fridrich
Title: Director

KANIR INVESTMENTS LTD.

By: /s/  Menahem Raphael                                                                
Name: Menahem Raphael
Title: Director

By: /s/  Ran Fridrich                                                                
Name: Ran Fridrich
Title: Director

/s/ Menahem Raphael                                                                
Menahem Raphael


/s/  Ran Fridrich                                                                
Ran Fridrich

S. NECHAMA INVESTMENTS (2008) LTD.

By: /s/  Shlomo Nechama                                                                
Name: Shlomo Nechama
Title: Director


/s/ Shlomo Nechama
Shlomo Nechama


[Signature Page to Schedule 13D/A (Amendment No.8) of Ellomay Capital Ltd.]
 
 
13
 
BONSTAR INVESTMENTS LTD.

By: /s/  Joseph Mor                                                                
Name: Joseph Mor
Title: Director

/s/ Joseph Mor
Joseph Mor

/s/ Ishay Mor
Ishay Mor







[Signature Page to Schedule 13D/A (Amendment No.8) of Ellomay Capital Ltd.]
 
 
14
 
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