UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2012

Commission File Number: 000-26498

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

9 Rothschild Blvd., Tel Aviv 66881, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   x                      Form 40-F   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   o                      No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-144171, 333-115826, 333-114428, 333-47842 AND 333-92493) AND FORM S-8 (NOS. 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

On May 16, 2012, Ellomay Capital Ltd. (the “Company”) issued a press release announcing that the 2012 annual meeting of its shareholders will be held on Wednesday, June 20, 2012.  The text of the press release is attached hereto as Exhibit 1.  The text of the notice of the annual meeting of shareholders and proxy statement to be mailed to the shareholders entitled to vote at the shareholders’ meeting is attached hereto as Exhibit 2.  A form of the proxy card solicited by the Company’s board of directors is attached hereto as Exhibit 3.

Shareholders wishing to express their position on an agenda item for the annual meeting may do so by submitting a written statement to the Company’s offices at the above address no later than May 31, 2012.

The following documents are attached hereto and incorporated herein by reference:

Exhibit 1. Press Release dated May 16, 2012.

Exhibit 2. Notice of the annual general meeting of the shareholders and proxy statement.

Exhibit 3. Form of Proxy Card.                     

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ellomay Capital Ltd.
By:	/s/ Ran Fridrich
	Ran Fridrich
	Chief Executive Officer and Director

Dated:   May 16, 2012

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