(Amendment No. 1)*
__________________________________________________________________________________
__________________________________________________________________________________
(Title of Class of Securities)
M56595 149
________________________________________________________________________________
(CUSIP Number)
____________________________________________________________________________________
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
**On August 16, 2019, the Issuer effected
a reverse share split, whereby every 100 ordinary shares, par value NIS 0.01 per share, were converted into one ordinary share,
par value NIS 1.0 per share. All numbers of ordinary shares reported in this Amendment No. 1 to Schedule 13G are reported on a
post-reverse share split basis.
The information required in 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, as amended (the “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).
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CUSIP No. M56595 149
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13G/A
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Page 2 of 11 Pages
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1.
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Names of Reporting Persons
Altshuler-Shaham Ltd.
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place
of Organization
Israel
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
21,708 (1)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
21,708
(1)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
7.8%
(2)
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12.
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Type
of Reporting Person (See Instructions)
CO
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(1)
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Consists of (i) 14,063 ordinary shares of the issuer (“ordinary shares”) held by provident and pension funds
managed by Altshuler Shaham Provident & Pension Funds Ltd., a majority-owned subsidiary of Altshuler-Shaham Ltd., and (ii)
7,645 ordinary shares held by mutual funds managed by Altshuler Shaham Mutual Funds Management Ltd., also a majority-owned subsidiary
of Altshuler-Shaham Ltd. The provident and pension funds, and mutual funds, are managed by employees of the reporting person and
its subsidiaries for the benefit of public investors and not for the economic benefit of the reporting person. The reporting person
lacks authority with respect to the voting of all of such ordinary shares. See Item 4.
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(2)
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Based on 280,031 ordinary shares issued and outstanding, following the 100-for-1 reverse share split effected by the issuer,
as described in the issuer’s press release issued on August 13, 2019, annexed as Exhibit 99.1 to the issuer’s Report
of Foreign Private Issuer on Form 6-K, furnished to the SEC on August 14, 2019.
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CUSIP No. M56595 149
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13G/A
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Page 3 of 11 Pages
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1.
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Names of Reporting Persons
Altshuler Shaham Provident & Pension Funds Ltd.
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place
of Organization
Israel
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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5.
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Sole Voting Power
14,063 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
14,063 (1)
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
14,063 (1)
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented
by Amount in Row (9)
5.0% (2)
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12.
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Type of Reporting Person
(See Instructions)
CO
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(1)
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Consists solely of ordinary shares held by provident and pension funds managed by the reporting person, which is a majority-owned
subsidiary of Altshuler-Shaham Ltd. The provident and pension funds are managed by employees of the reporting person and Altshuler-Shaham
Ltd. for the benefit of public investors and not for the economic benefit of the reporting person. The reporting person possesses
sole authority with respect to the voting of all of such ordinary shares, but shares authority with Altshuler-Shaham Ltd. concerning
the disposition of such ordinary shares. See Item 4.
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(2)
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Based on 280,031 ordinary shares issued and outstanding, following the 100-for-1 reverse share split effected by the issuer,
as described in the issuer’s press release issued on August 13, 2019, annexed as Exhibit 99.1 to the issuer’s Report
of Foreign Private Issuer on Form 6-K, furnished to the SEC on August 14, 2019.
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CUSIP No. M56595 149
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13G/A
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Page 4 of 11 Pages
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1.
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Names of Reporting Persons
Altshuler Shaham Mutual Funds Management Ltd.
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place
of Organization
Israel
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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5.
|
Sole Voting Power
7,645 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
7,645 (1)
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
7,645 (1)
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented
by Amount in Row (9)
2.7% (2)
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12.
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Type of Reporting Person
(See Instructions)
CO
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(1)
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Consists solely of ordinary shares held by mutual funds managed by the reporting person, which is a majority-held subsidiary
of Altshuler-Shaham Ltd. The mutual funds are managed by employees of the reporting person and Altshuler-Shaham Ltd. for the benefit
of public investors and not for the economic benefit of the reporting person. The reporting person possesses sole authority with
respect to the voting of all of such ordinary shares, but shares authority with Altshuler-Shaham Ltd. concerning the disposition
of such ordinary shares. See Item 4.
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(2)
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Based on 280,031 ordinary shares issued and outstanding, following the 100-for-1 reverse share split effected by the issuer,
as described in the issuer’s press release issued on August 13, 2019, annexed as Exhibit 99.1 to the issuer’s Report
of Foreign Private Issuer on Form 6-K, furnished to the SEC on August 14, 2019.
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CUSIP No. M56595 149
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13G/A
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Page 5 of 11 Pages
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1.
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Names of Reporting Persons
Gilad Altshuler
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a)
☐
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(b)
☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place
of Organization
Israel
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole Voting Power
0
|
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
21,708 (1)
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
21,708
(1)
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented
by Amount in Row (9)
7.8% (2)
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12.
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Type of Reporting Person
(See Instructions)
IN
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(1)
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Consists of (i) 14,063 ordinary shares of the issuer held by provident and pension funds managed by Altshuler Shaham Provident
& Pension Funds Ltd., a majority-owned subsidiary of Altshuler-Shaham Ltd., and (ii) 7,645 ordinary shares held by mutual funds
managed by Altshuler Shaham Mutual Funds Management Ltd., also a majority-owned subsidiary of Altshuler-Shaham Ltd. The reporting
person may be deemed to possess shared investment authority with respect to all of the foregoing ordinary shares due to his indirect
44.5% interest in Altshuler-Shaham Ltd., as well as his serving in various investment management capacities for Altshuler-Shaham
Ltd. and its subsidiaries. The foregoing provident and pension funds, and mutual funds, are managed for the benefit of public investors
and not for the economic benefit of the reporting person. The reporting person lacks authority with respect to the voting of all
of such ordinary shares. See Item 4.
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(2)
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Based on 280,031 ordinary shares issued and outstanding, following the 100-for-1 reverse share split effected by the issuer,
as described in the issuer’s press release issued on August 13, 2019, annexed as Exhibit 99.1 to the issuer’s Report
of Foreign Private Issuer on Form 6-K, furnished to the SEC on August 14, 2019.
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CUSIP No. M56595 149
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13G/A
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Page 6 of 11 Pages
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Item 1(a).
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Name of Issuer:
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The name
of the issuer is Internet Gold- Golden Lines Ltd. (the “Issuer”).
________________________________________________________________________________
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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The Issuer’s principal
executive offices are located at 2 Dov Friedman Street, Ramat Gan 5250301, Israel.
________________________________________________________________________________
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Item 2(a).
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Name of Person Filing:
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The following entities and individuals, listed in
(i)-(v) below, who are filing this Amendment No. 1 (this “Amendment”) to the Statement of Beneficial Ownership
on Schedule 13G that was originally filed on June 25, 2018 (the “Statement”), are referred to herein collectively
as the “Reporting Persons”:
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(i)
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Altshuler-Shaham Ltd. (“Altshuler-Shaham”)
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(ii)
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Altshuler Shaham Provident & Pension Funds Ltd.
(“Altshuler Shaham Provident Funds”)
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(iii)
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Altshuler Shaham Mutual Funds Management Ltd. (“Altshuler
Shaham Mutual Funds”)
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Altshuler-Shaham is owned by several persons/entities,
including, among others, (x) Gilad Altshuler Holdings Ltd. (44.5% equity interest), which is wholly-owned by Gilad Altshuler,
and (y) Kalman Shaham Holdings Ltd. (44.5% equity interest), which itself is wholly-owned by Kalman Shaham.
Altshuler Shaham Provident Funds is a majority-held
subsidiary of Altshuler-Shaham. 46.31% of Altshuler Shaham Provident Funds is held directly by Altshuler Shaham, while the remaining
53.69% is held, respectively, by Perfect (Y.N.E) Capital Markets Ltd. (28.69%) (of which 49.67% is held by Altshuler-Shaham and
50.33% is held indirectly by another individual) and by the public (25%).
Altshuler Shaham Mutual Funds is a majority-held
(80%) subsidiary of Altshuler-Shaham.
Besides
his indirect 44.5% equity interest in Altshuler-Shaham., Mr. Altshuler also serves as an investment manager for pension funds
managed by Altshuler Shaham Provident Funds, and as chief executive officer, an investment manager and a member of the investment
committee of Altshuler Shaham Mutual Funds.
_________________________________________________________________________________
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business office of each
Reporting Person is as follows:
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(i)
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Altshuler-Shaham— 19A Habarzel
Street, Ramat Hahayal, Tel Aviv, 6971026, Israel
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(ii)
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Altshuler Shaham Provident Funds—19A
Habarzel Street, Ramat Hahayal, Tel Aviv, 6971026, Israel
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(iii)
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Altshuler Shaham Mutual Funds—19A
Habarzel Street, Ramat Hahayal, Tel Aviv, 6971026, Israel
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(iv)
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Gilad Altshuler— c/o Altshuler-Shaham,
19A Habarzel Street, Ramat Hahayal, Tel Aviv, 6971026, Israel
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________________________________________________________________________________
The citizenship or state of organization,
as applicable, of each Reporting Person is as follows:
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(i)
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Altshuler-Shaham— Israel
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(ii)
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Altshuler Shaham Provident Funds—Israel
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(iii)
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Altshuler Shaham Mutual Funds—Israel
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(iv)
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Gilad Altshuler— Israel
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________________________________________________________________________________
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CUSIP No. M56595 149
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13G/A
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Page 7 of 11 Pages
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Item 2(d).
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Title of Class of Securities:
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This Statement relates to the
ordinary shares, par value New Israeli Shekel (“NIS”) 1.0 per share (“Ordinary Shares”),
of the Issuer.
_____________________________________________________________________________
The CUSIP number of the Ordinary
Shares is M56595 149.
_____________________________________________________________________________
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Item 3.
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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:
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(a)
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☐
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Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________
_______________________________________________________________________________
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 21,708
Ordinary Shares (1)
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(b)
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Percent of class*: 7.8%
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(c)
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Number of shares as to which the
person has:
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(i)
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Sole power to vote or to direct
the vote: 0
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(ii)
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Shared power to vote or to direct
the vote: 0
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(iii)
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Sole power to dispose of or to
direct the disposition of: 0
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(iv)
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Shared power to dispose of or
to direct the disposition of: 21,708 (1)
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CUSIP No. M56595 149
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13G/A
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Page 8 of 11 Pages
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II.
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Altshuler Shaham Provident Funds
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(a)
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Amount beneficially owned: 14,063
Ordinary Shares (2)
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(b)
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Percent of class*: 5.0%
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(c)
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Number of shares as to which the
person has:
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(i)
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Sole power to vote or to direct
the vote: 14,063 (2)
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(ii)
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Shared power to vote or to direct
the vote: 0
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(iii)
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Sole power to dispose of or to
direct the disposition of: 0
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(iv)
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Shared power to dispose of or
to direct the disposition of: 14,063 (2)
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III.
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Altshuler Shaham Mutual Funds
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(a)
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Amount beneficially owned: 7,645
Ordinary Shares (3)
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(b)
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Percent of class*: 2.7%
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(c)
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Number of shares as to which the
person has:
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(i)
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Sole power to vote or to direct
the vote: 7,645 (3)
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(ii)
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Shared power to vote or to direct
the vote: 0
|
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(iii)
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Sole power to dispose of or to
direct the disposition of: 0
|
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(iv)
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Shared power to dispose of or
to direct the disposition of: 7,645 (3)
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(a)
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Amount beneficially owned: 21,708
Ordinary Shares (4)
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(b)
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Percent of class*: 7.8%
|
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(c)
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Number of shares as to which the
person has:
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(i)
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Sole power to vote or to direct
the vote: 0
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(ii)
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Shared power to vote or to direct
the vote: 0
|
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(iii)
|
Sole power to dispose of or to
direct the disposition of: 0
|
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(iv)
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Shared power to dispose of or
to direct the disposition of: 21,708 (4)
|
* All percentage ownerships reflected
in this Amendment are based on 280,031 Ordinary Shares issued and outstanding, following the 100-for-1 reverse share split
effected by the Issuer, as described in the Issuer’s press release issued on August 13, 2019, annexed as Exhibit 99.1
to the Issuer’s Report of Foreign Private Issuer on Form 6-K, furnished to the Securities and Exchange Commission on
August 14, 2019.
(1) Consists of (i) 14,063 Ordinary Shares
held by provident and pension funds managed by Altshuler Shaham Provident Funds and (ii) 7,645 Ordinary Shares held by mutual
funds managed by Altshuler Shaham Mutual Funds. The provident and pension funds, and mutual funds, are managed by employees of
Altshuler Shaham and its subsidiaries for the benefit of public investors and not for the economic benefit of Altshuler Shaham
and its subsidiaries. Altshuler Shaham lacks authority with respect to the voting of all of such Ordinary Shares.
(2) Consists solely of the 14,063 Ordinary
Shares held by provident and pension funds managed by Altshuler Shaham Provident Funds. The provident and pension funds are managed
by employees of Altshuler Shaham Provident Funds and Altshuler-Shaham for the benefit of public investors and not for the economic
benefit of Altshuler Shaham Provident Funds. Altshuler Shaham Provident Funds possesses sole authority with respect to the voting
of all of such Ordinary Shares, but shares authority with Altshuler-Shaham concerning the disposition of such Ordinary Shares.
(3) Consists solely of the 7,645 Ordinary
Shares held by mutual funds managed by Altshuler Shaham Mutual Funds. The mutual funds are managed by employees of Altshuler Shaham
Mutual Funds and Altshuler-Shaham for the benefit of public investors and not for the economic benefit of Altshuler Shaham Mutual
Funds. Altshuler Shaham Mutual Funds possesses sole authority with respect to the voting of all of such Ordinary Shares, but shares
authority with Altshuler-Shaham concerning the disposition of such Ordinary Shares.
(4) Consists of (i) 14,063 Ordinary Shares
held by provident and pension funds managed by Altshuler Shaham Provident Funds and (ii) 7,645 Ordinary Shares held by mutual
funds managed by Altshuler Shaham Mutual Funds. Mr. Gilad Altshuler holds an indirect 44.5% interest in Altshuler-Shaham, and
serves in various investment management capacities for Altshuler-Shaham and its subsidiaries, and, in such capacities, may be
deemed to share dispositive power (but lacks voting power) with respect to those Ordinary Shares.
Each of the foregoing Reporting Persons
disclaims beneficial ownership of the Ordinary Shares reported herein except to the extent of its or his (as applicable) pecuniary
interest (if any) therein.
_______________________________________________________________________________
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CUSIP No. M56595 149
|
13G/A
|
Page 9 of 11 Pages
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Item 5.
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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 five percent of the class of securities, check the following: o
_______________________________________________________________________________
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Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Various public investors have the right
to receive dividends from, and proceeds from the sale of, the (i) 14,063 Ordinary Shares held by provident and pension funds managed
by Altshuler Shaham Provident Funds and (ii) 7,645 Ordinary Shares held by mutual funds managed by Altshuler Shaham Mutual Funds.
_______________________________________________________________________________
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Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not applicable.
_______________________________________________________________________________
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Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
_______________________________________________________________________________
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
_______________________________________________________________________________
Each of the Reporting Persons hereby certifies
as follows:
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, other than activities solely in connection with a nomination
under § 240.14a-11.
_______________________________________________________________________________
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CUSIP No. M56595 149
|
13G/A
|
Page 10 of 11 Pages
|
SIGNATURE
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.
|
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ALTSHULER SHAHAM LTD.
|
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By:
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/s/ Ran Shaham
|
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Name:
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Ran Shaham
|
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Title:
|
Co-Chief Executive Officer
|
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Altshuler Shaham Provident & PENSION Funds LTD.
|
|
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By:
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/s/ Kalman Shaham
|
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Name:
|
Kalman Shaham
|
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Title:
|
Equity Holder
|
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By:
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/s/ Yair Lowenstein
|
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Name:
|
Yair Lowenstein
|
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Title:
|
Chief Executive Officer and Equity Holder
|
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Altshuler Shaham Mutual Funds Management Ltd.
|
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By:
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/s/ Kalman Shaham
|
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Name:
|
Kalman Shaham
|
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Title:
|
Equity Holder
|
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/s/ Gilad Altshuler
|
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GILAD ALTSHULER
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Dated: February 11, 2020
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CUSIP No. M56595 149
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13G/A
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Page 11 of 11 Pages
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EXHIBITS
Exhibit 1 –
Joint Filing Agreement pursuant to Rule 13d-1(k)(1) (incorporated by reference to Exhibit 1 to the Statement)
