SEC Form SC 13G filed by Brenmiller Energy Ltd

SCHEDULE 13G

(Amendment No. __)
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934

 

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

 

☐ Rule 13d-1(b)

 

☒ Rule 13d-1(c)

 

☐ Rule 13d-1(d)

 

* 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).

*See Item 4.

** Based on 15,223,984 ordinary shares issued and outstanding as of December 31, 2022 (according to publicly available information provided by the issuer).

Item 1.

 

BRENMILLER ENERGY LTD

 

13 Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249 Israel

Item 2.

 

(a)-(c)

Name of Person Filing, address and citizenship:           The foregoing entity is referred to as the “Reporting Person” in this Statement: Migdal Insurance & Financial Holdings Ltd., an Israeli public company, with a principal business address at  4 Efal Street; P.O. Box 3063; Petach Tikva 49512, Israel.

Ordinary Shares, NIS 0.01 par value per share (the “Ordinary Shares”)

 

M2R43K115 

 

 

 

Of the 1,224,085 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person (i) 1,047,755 Ordinary Shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by direct and indirect subsidiaries of Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii)  81,030 Ordinary Shares are held by companies for the management of funds for joint investments in trusteeship, each of which operates under independent management and makes independent voting and investment decisions, and (iii) 176,330 are beneficially held for their own account (Nostro account). Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of 1,224,085 Ordinary Shares reported in this Statement except as set forth above, see items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.

 

 

 

 

 

Item 9.

Notice of Dissolution of Group Not Applicable.

 

Item 10.

Certification

 

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.

 

Exhibit to Item 7

 

The subsidiaries of reporting person may make independent voting and/or investment decisions for client accounts include:

 

[SIGNATURE PAGE TO FOLLOW]

 

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.

 

MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD. BY: /s/ Tal Cohen authorized signatory of MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.