SEC Form SC 13D/A filed by Gilat Satellite Networks Ltd. (Amendment)

4/26/24 1:04:17 PM ET

$GILT

Radio And Television Broadcasting And Communications Equipment

Technology

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SC 13D/A 1 zk2431323.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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)

April 3, 2024

(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 ☒.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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).

(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:
			11,239,547.52 (*)

		9	SOLE DISPOSITIVE POWER:
			---

		10	SHARED DISPOSITIVE POWER:
			11,239,547.52 (*)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
	11,239,547.52 (*)

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

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	19.71% (**)

14	TYPE OF REPORTING PERSON:
	CO

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

(**) Based on 57,016,086 Ordinary Shares outstanding as of April 10, 2024 (as reported on Bloomberg LP).

CONTINUATION PAGES TO SCHEDULE 13D

This Amendment No. 1 to Schedule 13D (“the Amendment”) 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 Amendment 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 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended in relevant parts as follows:

On April 3, 2024, the Phoenix acquired 5,907Ordinary Shares of the Issuer for the amount of NIS 129,247.78. On the same day, the Phoenix sold 509,413 Ordinary Shares of the issuer for the amount of NIS 11,402,144.70. 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 5. Interest in Securities of the Issuer:Item 5 is amended in relevant parts as follows:

The information below is based on an aggregate of on 57,016,086 Ordinary Shares outstanding as of April 10, 2024 (as reported on Bloomberg LP).

(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 Amendment 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 April 3, 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		1,885,551.86		3.31	%
The Phoenix Investments House - ETF's		--		--
The Phoenix "nostro" accounts		1,150,507		2.02	%
The Phoenix pension and provident funds		--		--
Linked insurance policies of Phoenix		--		--
Partnership for Israeli shares (1)		8,191,497		14.37	%
Partnership for investing in shares indexes (1)		11,991.66		0.02	%
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 Amendment 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 Amendment 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.

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: April 25, 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 Amendment to Schedule 13D.

ANNEX NO.

DESCRIPTION

Annex A

Directors and Officers of The Phoenix Holdings Ltd (incorporated herein by reference to Annex A to the Schedule 13D filed on February 13, 2024).

Annex B

Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of December 12, 2019 (incorporated herein by reference to Annex A to the Schedule 13D filed on February 13, 2024).

Annex C

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

Annex C

Transactions in the Shares in the past 60 days

Table Number

Description of Transaction

Nature of the Transaction

Shares Purchased/ Sold (NIS)

Price Per Share (NIS)

Date of Purchase / Sale

Additional info

In the open market

Sale of Common Stock

-5,286,729.14

6.50(*)

14/02/24

Partnership for Israeli shares

In the open market

Purchase of Common Stock

24.08

14/02/24