Amendment: SEC Form SC 13G/A filed by Kenon Holdings Ltd.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. 3)*

Kenon Holdings Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

Y46717107

(CUSIP Number)

June 4, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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).

Item 1(a). Name of Issuer:

The name of the issuer is Kenon Holdings Ltd. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 1 Temasek Avenue, # 36-01, Millenia Tower, Singapore 0391925.

Item 2(a). Name of Person Filing:

The following entities and individuals, listed in (i)-(v) below, who are filing this Amendment No. 3 (this “Amendment”) to the Statement of Beneficial Ownership on Schedule 13G filed on February 14, 2022 (the “Statement”), as amended by Amendment No. 1 thereto, filed on February 21, 2023 (“Amendment No. 1”), and Amendment No. 2 thereto, filed on February 12, 2024 (“Amendment No. 2”), are referred to herein collectively as the “Reporting Persons”:

Altshuler-Shaham is owned by several persons/entities, including, among others, (x) Gilad Altshuler Holdings Ltd. (44.81% equity interest), which is wholly-owned by Gilad Altshuler, and (y) Kalman Shaham Holdings Ltd. (44.07% equity interest), which itself is economically owned by several persons and which is wholly managed by Kalman Shaham.

Altshuler Shaham Finance is a publicly traded company and a majority-held (55.66%), direct subsidiary of Altshuler-Shaham. The remaining 44.34% of Altshuler Shaham Finance is held, respectively, by Yair Lowenstein Holdings Ltd. (14.13%) (of which 100% is held by Yair Lowenstein) and by the public (30.21%).

Altshuler Shaham Provident Funds is a wholly-owned subsidiary of Altshuler Shaham Finance.

Altshuler Shaham Mutual Funds is a wholly-owned subsidiary of Altshuler-Shaham.

Altshuler Shaham Owl is an affiliated entity of Altshuler-Shaham, and is owned 100% indirectly by Altshuler Shaham Partnerships Management Ltd., which itself is owned by several entities and individuals, including, among others, (x) Gilad Altshuler Holdings Ltd. (43.66% equity interest), and (y) Kalman Shaham Holdings Ltd. (43.66% equity interest).

Besides his indirect 44.81% 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 Fund

Item 2(b). Address of Principal Business Office or, if None, Residence:

The principal business office of each Reporting Person is as follows:

Item 2(c). Citizenship:

The citizenship or state of organization, as applicable, of each Reporting Person is as follows:

Item 2(d). Title of Class of Securities:

This Amendment relates to the Ordinary Shares, no par value (“Ordinary Shares”), of the Issuer.

Item 2(e). CUSIP Number:

The CUSIP number of the Ordinary Shares is Y46717107.

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.

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:___________

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The following beneficial ownership information for the Reporting Persons is provided as of June 4, 2024:

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.

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 five percent of the class of securities, check the following: ☒

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) 2,492,245 Ordinary Shares held by provident and pension funds managed by Altshuler Shaham Provident Funds and (ii) 142,316 Ordinary Shares held by mutual funds managed by Altshuler Shaham Mutual Funds.

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.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

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.

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.

Date: July 5, 2024

EXHIBITS