SEC Form SC 13D filed by Gilat Satellite Networks Ltd.

2/13/24 8:47:33 AM ET

$GILT

Radio And Television Broadcasting And Communications Equipment

Technology

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SC 13D 1 zk2430946.htm SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Gilat Satellite Networks Ltd.

(Name of Issuer)

Ordinary Shares, NIS 0.20 nominal value	M51474118
(Title of class of securities)	(CUSIP number)

Gilat House, 21 Yegia Kapayim Street,
Kiryat Arye, Petah Tikva, 4913020 Israel

Tel: +972 3 929 3020

with copies to:

The Phoenix Holdings Ltd.

Derech Hashalom 53, Givataim 53454, Israel

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 17, 2023

(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 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box ☒.

(Continued on following pages)

CUSIP No. M51474118

1	NAME OF REPORTING PERSON:
	The Phoenix Holdings Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a) ☐ (b) ☒

3	SEC USE ONLY


4	SOURCE OF FUNDS:
	Other OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
	☐

6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	State of Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:
			---

		8	SHARED VOTING POWER:
			11,999,894.52 () (*)

		9	SOLE DISPOSITIVE POWER:
			---

		10	SHARED DISPOSITIVE POWER:
			11,999,894.52 () (*)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
	11,999,894.52 () (*)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
	☐

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	21.19% (***)

14	TYPE OF REPORTING PERSON:
	CO

(*) This figure is on or about the date of filing. On March 17, 2023 (the Date of Event Which Requires Filing of This Statement) this figure was 11,456,191.25.

(**) The beneficial ownership of the securities reported herein is described in Item 5(a).

(***) Based on 56,618,407 Ordinary Shares outstanding as of September 30, 2023 (as reported by the issuer on 6-K filing from November 7, 2023). On March 17, 2023 (the Date of Event Which Requires Filing of This Statement) this figure was 20.23% based on 56,613,485 Ordinary Shares outstanding as of March 31, 2023 (as reported by the issuer on 6-K filing from May 9, 2023).

CONTINUATION PAGES TO SCHEDULE 13D

This Schedule 13D (“the Schedule”) is being filed by The Phoenix Holdings Ltd. (“The Phoenix” or the “Reporting Person”) to report the acquisition of Ordinary Shares of Gilat Satellite Networks Ltd. (the “Issuer”).

The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. (the “Subsidiaries”). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by either the Reporting Person or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Person and its Subsidiaries disclaims the existence of any such group. In addition, the Reporting Person and Subsidiaries disclaim any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein.

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the Ordinary Shares of Gilat Satellite Networks Ltd. (the “Issuer”).

The Issuer is an Israeli public company registered with the Israel companies register, and its principal executive office is located at Gilat House, 21 Yegia Kapayim Street, Kiryat Arye, Petah Tikva, 4913020 Israel Tel: +972 3 929 3020.

Item 2. Identity and Background.

Name	Address of Business/Principal Office	Principal Business/Occupation	Jurisdiction of Organization/Citizenship

The Phoenix Holdings Ltd.	Derech Hashalom 53, Givataim 53454, Israel	The Phoenix Holdings Ltd. ("the Company") is a holding company that principally deals, through subsidiaries under its control, in various fields of capital markets and finances, including insurance, pension and provident funds management, the provision of brokerage services, management of mutual funds, management of investment portfolios, issuance of exchange traded funds and ETFs.	Israel

During the last five years, neither the Reporting Person or to the knowledge of the Reporting Person, any person listed on Annex A hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Please see Annex A for information regarding the directors and executive officers of The Phoenix.

Item 3. Source and Amount of Funds or Other Consideration.

On March 17, 2023, The Phoenix acquired 89,000 Ordinary Shares from the Issuer for the amount of NIS 445,000 and sold 61,800 Ordinary Shares of the Issuer for the amount of NIS 463,500. On the same day, the Phoenix acquired additional 297,400 Ordinary Shares from the issuer for the amount of NIS 2,230,500. Please refer to item 5(a) for additional information regarding the beneficial ownership of the securities. The Phoenix funded these purchases as well as further purchases up until the date of this filing using Long and Short term saving monies of customers (OPM) and Phoenix Nostro monies.

Item 4. Purpose of Transaction.

A general financial investment held by the Reporting Person with respect to the shares reported herein. The Reporting Person reserves the right to acquire or dispose further shares of the Issuer based upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of the Issuer’s Ordinary Shares at prices that would make the purchase of such shares desirable. There are no other plans.

Item 5. Interest in Securities of the Issuer.:

The information below is based on an aggregate of on 56,618,407 Ordinary Shares outstanding as of September 30, 2023 (as reported by the issuer on 6-K filing from November 7, 2023).

(a) Amount beneficially owned:

Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by either the Reporting Person or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Person and Subsidiaries disclaims the existence of any such group. In addition, each of the Reporting Person and Subsidiaries disclaim any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein.

On or about February 7, 2024, the securities reported herein were held as follows:

	Ordinary Shares		Percentage of total Ordinary Shares outstanding
The Phoenix Investments House - "nostro" accounts		--		--
The Phoenix Investments House - trust funds		1,746,596.86		3.08	%
The Phoenix Investments House - ETF's		--		--
The Phoenix "nostro" accounts		1,150,507		2.03	%
The Phoenix pension and provident funds		--		--
Linked insurance policies of Phoenix		--		--
Partnership for Israeli shares (1)		9,077,849		16.03	%
Partnership for investing in shares indexes (1)		24,941.66		0.04	%
Partnership for international shares (1)		--		--
Halman - Aldubi Provident and Pension Funds Ltd.		--		--

(1) All ownership rights in this partnership belong to companies that are part of the Phoenix group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.

(b) The responses of the Reporting Person with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Ordinary Shares (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of the Reporting Person with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Ordinary Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

(d) See Item 6 below.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

None.

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.

Dated: February 12, 2024

	THE PHOENIX HOLDINGS LTD.

	/s/ Eli Schwartz
	Name: Eli Schwartz*
	Title: Deputy CEO, CFO, Head of Finance
	/s/ Haggai Schreiber
	Name: Haggai Schreiber*
	Title: Chief Investments Officer, Deputy CEO

* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Annex B to this Schedule 13D.

ANNEX NO.

DESCRIPTION

Annex A

Directors and Officers of The Phoenix Holdings Ltd.

Annex B

Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of December 12, 2019.

Annex C

The transactions in the Shares by The Phoenix during the past sixty (60) days

Annex A

Directors and Officers of The Phoenix Holdings Ltd.

Name	Principal Business/Occupation	Citizenship
Mr. Benjamin Gabbay	Chairman	Israel
Stella Amar Cohen	Director	Israel
Mr. Itzhak Shukrie Cohen	Director	U.S.
Ben Carlton Langworthy	Director	U.S.
Richard Kaplan	Director	U.S.
Rachel Lavine	Director	Israel
Eliezer Yones	Director	Israel
Roger Abravanel	Director	Italian
Dr. Ehud Shapira	Director	Israel
Eyal Ben Simon	CEO	Israel
Eli Schwartz	CFO	Israel
Menachem Neeman	CLO	Israel
Haggai Schreiber	Chief Investments Officer	Israel
Amit Natanel	CRO	Israel
Michal Leshem	Internal Auditor	Israel
David Alexander	IR and business development	Israel
Eilon Dachbash	CEO of Consumer Credit	Israel

*The address for each director and officer is c/o Derech Hashalom 53, Givataim 53454, Israel.

A - 1

Annex B

[Unofficial Translation]

December 12, 2019

Powers of Signature in The Phoenix Holdings Ltd.

(hereinafter: the “Company”)

In accordance with a resolution of the Board of Directors of the Company, the powers of signatures in the Company as of December 12, 2019, are as follows:

General Rights of Signature

1.	The signature of the Chairman of the Board of Directors (and / or the CEO (Mr. Eyal Ben Simon) of the Company together, or the signature of one of them with the additional signature of an officer from Group A, shall bind the Company in any matter for an unlimited amount.

2.	The signatures of two officers from Group A (that are not subject to one another, apart from the CEO) shall bind the Company in any matter up to a sum of NIS 400,000,000.

***

Delegation and Revocation of Powers

***

B - 1

Group A	Group B
***	***
***	***
***
Eli Schwartz (Executive Vice President - Chief Financial Officer)
Haggai Schreiber (Executive Vice President - Chief Investment Officer)
Menachem Neeman (Executive Vice President - Chief Legal Counsel and Corporate Secretary)

I hereby certify that the aforesaid resolutions of the Board of Directors were duly adopted and are binding on the Company for all intents and purposes.

/s/ Elad Sirkis

Elad Sirkis, Advocate

B - 2

Annex C

Transactions in the Shares in the past 60 days

Table Number

Description of Transaction

Nature of the Transaction

Purchased/(Sold)

Price Per

Share (NIS)

Date of Purchase / Sale

Additional info

In the open market

Sale of Common Stock

-178,500.00

24.78

10/12/2023

Partnership for Israeli shares

In the open market

Sale of Common Stock

-31,500.00

24.78

10/12/2023

The Phoenix Investments House - "nostro" accounts

In the open market

Sale of Common Stock

-2,177.00

24.66

10/12/2023

Partnership for investing in shares indexes

In the open market

Sale of Common Stock

-25

24.66

10/12/2023