SEC Form SC 13G filed by SHL Telemedicine Ltd

CUSIP No. 78423T200

13G/A

Page 2 of 19 Pages

(1)

The securities beneficially owned by the Reporting Person are the Issuer’s ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”) that are held on the SIX Swiss Exchange and are considered part of one class together with (and are exchangeable on a one-for-one basis for) the Issuer’s American Depositary Shares (“ADSs”) that are currently listed on the Nasdaq Capital Market.

(2)

The subject Ordinary Shares are beneficially owned by the Reporting Person indirectly and consist of: (i) 1,962,525 Ordinary Shares held by More Provident Funds and Pension Ltd., and (ii) 149,051 Ordinary Shares held by More Investment House Portfolio Management Ltd, with respect to each of which entities the Reporting Person exercises control. The Reporting Person possesses shared voting authority, yet lacks dispositive authority, with respect to the foregoing Ordinary Shares.

(3)

Based on 16,392,754 Ordinary Shares issued and outstanding as of October 31, 2024 (which includes Ordinary Shares underlying the ADSs outstanding as of such date), as reported in the Issuer's Proxy Statement for a Special General Meeting of Shareholders of the Issuer to be held on December 10, 2024, appended as Exhibit 99.1 to the Issuer’s Report of Foreign Issuer on Form 6-K furnished to the Securities and Exchange Commission (the “SEC”) on November 5, 2024.

(1)

The securities beneficially owned by the Reporting Person are Ordinary Shares that are held on the SIX Swiss Exchange and are considered part of one class together with (and are exchangeable on a one-for-one basis for) the Issuer’s ADSs that are currently listed on the Nasdaq Capital Market.

(2)

The subject Ordinary Shares are held directly by the Reporting Person for the benefit of beneficiaries of its various provident and pension funds and not for the economic benefit of the Reporting Person. The Reporting Person possesses sole authority with respect to the disposition of all of such Ordinary Shares, but shares authority with Y.D. More Investments Ltd. concerning the voting of such Ordinary Shares.

(3)

Based on 16,392,754 Ordinary Shares issued and outstanding as of October 31, 2024 (which includes Ordinary Shares underlying the ADSs outstanding as of such date), as reported in the Issuer's Proxy Statement for a Special General Meeting of Shareholders of the Issuer to be held on December 10, 2024, appended as Exhibit 99.1 to the Issuer’s Report of Foreign Issuer furnished to the SEC on November 5, 2024.

(1)	The securities beneficially owned by the Reporting Person are Ordinary Shares that are held on the SIX Swiss Exchange and are considered part of one class together with (and are exchangeable on a one-for-one basis for) the Issuer’s ADSs that are currently listed on the Nasdaq Capital Market.

(2)

The subject Ordinary Shares are held directly by the Reporting Person for the benefit of its various portfolio management clients and not for the economic benefit of the Reporting Person. The Reporting Person possesses sole authority with respect to the disposition of all of such Ordinary Shares, but shares authority with Y.D. More Investments Ltd. concerning the voting of such Ordinary Shares.

(3)

Based on 16,392,754 Ordinary Shares issued and outstanding as of October 31, 2024 (which includes Ordinary Shares underlying the ADSs outstanding as of such date), as reported in the Issuer's Proxy Statement for a Special General Meeting of Shareholders of the Issuer to be held on December 10, 2024, appended as Exhibit 99.1 to the Issuer’s Report of Foreign Issuer furnished to the SEC on November 5, 2024.

(1)

The securities beneficially owned by the Reporting Person are Ordinary Shares that are held on the SIX Swiss Exchange and are considered part of one class together with (and are exchangeable on a one-for-one basis for) the Issuer’s ADSs that are currently listed on the Nasdaq Capital Market.

(2)

The subject Ordinary Shares consist of: (i) 1,962,525 Ordinary Shares held directly by More Provident Funds and Pension Ltd., and (ii) 149,051 Ordinary Shares held directly by More Investment House Portfolio Management Ltd. Y.D More Investments Ltd., which exercises control over each of the foregoing entities, is an Israeli public company that is controlled via a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with Michael Meirov and Dotan Meirov; (b) Benjamin Meirov; (c) the Reporting Person; and (d) Eli Levy, through Elldot Ltd., a wholly owned company. The Reporting Person possesses indirect shared voting authority with respect to all of the foregoing Ordinary Shares pursuant to that voting agreement. The Reporting Person lacks authority with respect to the disposition of all of such Ordinary Shares.

(3)

Based on 16,392,754 Ordinary Shares issued and outstanding as of October 31, 2024 (which includes Ordinary Shares underlying the ADSs outstanding as of such date), as reported in the Issuer's Proxy Statement for a Special General Meeting of Shareholders of the Issuer to be held on December 10, 2024, appended as Exhibit 99.1 to the Issuer’s Report of Foreign Issuer furnished to the SEC on November 5, 2024.

(1)

The securities beneficially owned by the Reporting Person are Ordinary Shares that are held on the SIX Swiss Exchange and are considered part of one class together with (and are exchangeable on a one-for-one basis for) the Issuer’s ADSs that are currently listed on the Nasdaq Capital Market.

(2)

The subject Ordinary Shares consist of: (i) 1,962,525 Ordinary Shares held directly by More Provident Funds and Pension Ltd., and (ii) 149,051 Ordinary Shares held directly by More Investment House Portfolio Management Ltd. Y.D More Investments Ltd., which exercises control over each of the foregoing entities, is an Israeli public company that is controlled via a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with Michael Meirov and Dotan Meirov; (b) the Reporting Person; (c) Yosef Levy; and (d) Eli Levy, through Elldot Ltd., a wholly owned company. The Reporting Person possesses indirect shared voting authority with respect to all of the foregoing Ordinary Shares pursuant to that voting agreement. The Reporting Person lacks authority with respect to the disposition of all of such Ordinary Shares.

(3)

Based on 16,392,754 Ordinary Shares issued and outstanding as of October 31, 2024 (which includes Ordinary Shares underlying the ADSs outstanding as of such date), as reported in the Issuer's Proxy Statement for a Special General Meeting of Shareholders of the Issuer to be held on December 10, 2024, appended as Exhibit 99.1 to the Issuer’s Report of Foreign Issuer furnished to the SEC on November 5, 2024.

(1)

The securities beneficially owned by the Reporting Person are Ordinary Shares that are held on the SIX Swiss Exchange and are considered part of one class together with (and are exchangeable on a one-for-one basis for) the Issuer’s ADSs that are currently listed on the Nasdaq Capital Market.

(2)

The subject Ordinary Shares consist of: (i) 1,962,525 Ordinary Shares held directly by More Provident Funds and Pension Ltd., and (ii) 149,051 Ordinary Shares held directly by More Investment House Portfolio Management Ltd. Y.D More Investments Ltd., which exercises control over each of the foregoing entities, is an Israeli public company that is controlled via a voting agreement among the following individuals: (a) the Reporting Person, directly and through B.Y.M. Mor Investments Ltd., a company he controls with Michael Meirov and Dotan Meirov; (b) Benjamin Meirov; (c) Yosef Levy; and (d) Eli Levy, through Elldot Ltd., a wholly owned company. The Reporting Person possesses indirect shared voting authority with respect to all of the foregoing Ordinary Shares pursuant to that voting agreement. The Reporting Person lacks authority with respect to the disposition of all of such Ordinary Shares.

(3)

Based on 16,392,754 Ordinary Shares issued and outstanding as of October 31, 2024 (which includes Ordinary Shares underlying the ADSs outstanding as of such date), as reported in the Issuer's Proxy Statement for a Special General Meeting of Shareholders of the Issuer to be held on December 10, 2024, appended as Exhibit 99.1 to the Issuer’s Report of Foreign Issuer furnished to the SEC on November 5, 2024.

(1)

The securities beneficially owned by the Reporting Person are Ordinary Shares that are held on the SIX Swiss Exchange and are considered part of one class together with (and are exchangeable on a one-for-one basis for) the Issuer’s ADSs that are currently listed on the Nasdaq Capital Market.

(2)

The subject Ordinary Shares consist of: (i) 1,962,525 Ordinary Shares held directly by More Provident Funds and Pension Ltd., and (ii) 149,051 Ordinary Shares held directly by More Investment House Portfolio Management Ltd. Y.D More Investments Ltd., which exercises control over each of the foregoing entities, is an Israeli public company that is controlled via a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with the Reporting Person and Dotan Meirov; (b) Benjamin Meirov; (c) Yosef Levy; and (d) Eli Levy, through Elldot Ltd., a wholly owned company. The Reporting Person possesses indirect shared voting authority with respect to all of the foregoing Ordinary Shares pursuant to that voting agreement. The Reporting Person lacks authority with respect to the disposition of all of such Ordinary Shares.

(3)

Based on 16,392,754 Ordinary Shares issued and outstanding as of October 31, 2024 (which includes Ordinary Shares underlying the ADSs outstanding as of such date), as reported in the Issuer's Proxy Statement for a Special General Meeting of Shareholders of the Issuer to be held on December 10, 2024, appended as Exhibit 99.1 to the Issuer’s Report of Foreign Issuer furnished to the SEC on November 5, 2024.

(1)

The securities beneficially owned by the Reporting Person are Ordinary Shares that are held on the SIX Swiss Exchange and are considered part of one class together with (and are exchangeable on a one-for-one basis for) the Issuer’s ADSs that are currently listed on the Nasdaq Capital Market.

(2)

The subject Ordinary Shares consist of: (i) 1,962,525 Ordinary Shares held directly by More Provident Funds and Pension Ltd., and (ii) 149,051 Ordinary Shares held directly by More Investment House Portfolio Management Ltd. Y.D More Investments Ltd., which exercises control over each of the foregoing entities, is an Israeli public company that is controlled via a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company he controls with Michael Meirov and the Reporting Person; (b) Benjamin Meirov; (c) Yosef Levy; and (d) Eli Levy, through Elldot Ltd., a wholly owned company. The Reporting Person possesses indirect shared voting authority with respect to all of the foregoing Ordinary Shares pursuant to that voting agreement. The Reporting Person lacks authority with respect to the disposition of all of such Ordinary Shares.

(3)

Based on 16,392,754 Ordinary Shares issued and outstanding as of October 31, 2024 (which includes Ordinary Shares underlying the ADSs outstanding as of such date), as reported in the Issuer's Proxy Statement for a Special General Meeting of Shareholders of the Issuer to be held on December 10, 2024, appended as Exhibit 99.1 to the Issuer’s Report of Foreign Issuer furnished to the SEC on November 5, 2024.

Item 1. (a)

Name of Issuer:

(b)	Address of Issuer's Principal Executive Offices: 90 Yigal Alon Street, Tel Aviv 67891, Israel

Item 2. (a)

Name of Person Filing:

(b)	Address of Principal Business Office:

(c)	Citizenship:

(d)	Title of Class of Securities:

(e)	CUSIP Number:

Item 4.

Ownership:

(a)	Amount beneficially owned:

I.

Y.D More

(a)	Amount beneficially owned: 2,111,576 Ordinary Shares* (1)
(b)	Percent of class**: 12.9%
(c)	Number of shares as to which the person has:
(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 2,111,576 (1)
(iii)	Sole power to dispose of or to direct the disposition of: 0
(iv)	Shared power to dispose of or to direct the disposition of:  0

II.	More Provident

(a)	Amount beneficially owned:  1,962,525 Ordinary Shares* (2)
(b)	Percent of class**: 12.0%
(c)	Number of shares as to which the person has:
(i)	Sole power to vote or to direct the vote:  0
(ii)	Shared power to vote or to direct the vote: 1,962,525 (2)
(iii)	Sole power to dispose of or to direct the disposition of: 1,962,525 (2)
(iv)	Shared power to dispose of or to direct the disposition of:  0

III.	More Investment

(a)	Amount beneficially owned: 149,051 Ordinary Shares* (3)
(b)	Percent of class**: 0.9%

(c)	Number of shares as to which the person has:
(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 149,051 (3)
(iii)	Sole power to dispose of or to direct the disposition of: 149,051 (3)
(iv)	Shared power to dispose of or to direct the disposition of:  0

(c)	Number of shares as to which the person has:
(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 2,111,576 (4)
(iii)	Sole power to dispose of or to direct the disposition of: 0
(iv)	Shared power to dispose of or to direct the disposition of:  0

V.

Eli Levy

(a)	Amount beneficially owned: 2,111,576 Ordinary Shares* (5)
(b)	Percent of class**: 12.9%

(c)		Number of shares as to which the person has:
(i)		Sole power to vote or to direct the vote: 0
(ii)		Shared power to vote or to direct the vote: 2,111,576 (5)
(iii)		Sole power to dispose of or to direct the disposition of: 0
(iv)		Shared power to dispose of or to direct the disposition of: 0

VI.	Yosef Levy

(a)	Amount beneficially owned: 2,111,576 Ordinary Shares* (6)
(b)	Percent of class**: 12.9%

(c)	Number of shares as to which the person has:
(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 2,111,576 (6)
(iii)	Sole power to dispose of or to direct the disposition of: 0
(iv)	Shared power to dispose of or to direct the disposition of: 0

VII.	Benjamin Meirov

(a)	Amount beneficially owned: 2,111,576 Ordinary Shares* (7)
(b)	Percent of class**: 12.9%
(c)	Number of shares as to which the person has:
(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 2,111,576 (7)
(iii)	Sole power to dispose of or to direct the disposition of: 0
(iv)	Shared power to dispose of or to direct the disposition of: 0

VIII.

Michael Meirov

(a)	Amount beneficially owned: 2,111,576 Ordinary Shares* (8)
(b)	Percent of class**: 12.9%
(c)	Number of shares as to which the person has:
(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 2,111,576 (8)
(iii)	Sole power to dispose of or to direct the disposition of: 0
(iv)	Shared power to dispose of or to direct the disposition of: 0

IX.	Dotan Meirov

(a)	Amount beneficially owned: 2,111,576 Ordinary Shares* (9)
(b)	Percent of class**: 12.9%
(c)	Number of shares as to which the person has:
(i)	Sole power to vote or to direct the vote: 0
(ii)	Shared power to vote or to direct the vote: 2,111,576 Ordinary Shares (9)
(iii)	Sole power to dispose of or to direct the disposition of: 0
(iv)	Shared power to dispose of or to direct the disposition of: 0

*

The securities beneficially owned by the Reporting Persons are Ordinary Shares that are held on the SIX Swiss Exchange and are considered part of one class together with (and are exchangeable on a one-for-one basis for) the Issuer’s ADSs that are currently listed on the Nasdaq Capital Market.

**

All percentage ownerships reflected in this Amendment are based on 16,392,754 Ordinary Shares issued and outstanding as of October 31, 2024 (which includes Ordinary Shares underlying the ADSs outstanding as of such date), as reported in the Issuer's Proxy Statement for a Special General Meeting of Shareholders of the Issuer to be held on December 10, 2024, appended as Exhibit 99.1 to the Issuer’s Report of Foreign Issuer furnished to the SEC on November 5, 2024.

(1)	Please see footnote (2) of the cover page for Y.D. More Investments Ltd. for an explanation as to the basis for the beneficial ownership of these Ordinary Shares.

(2)	Please see footnote (2) of the cover page for More Provident Funds and Pension Ltd. for an explanation as to the basis for the beneficial ownership of these Ordinary Shares.

(3)	Please see footnote (2) of the cover page for More Investment House Portfolio Management Ltd. for an explanation as to the basis for the beneficial ownership of these Ordinary Shares.

(4)	Please see footnote (2) of the cover page for B.Y.M. Mor Investments Ltd. for an explanation as to the basis for the beneficial ownership of these Ordinary Shares.

(5)	Please see footnote (2) of the cover page for Eli Levy for an explanation as to the basis for the beneficial ownership of these Ordinary Shares.

(6)	Please see footnote (2) of the cover page for Yosef Levy for an explanation as to the basis for the beneficial ownership of these Ordinary Shares.

(7)	Please see footnote (2) of the cover page for Benjamin Meirov for an explanation as to the basis for the beneficial ownership of these Ordinary Shares.

(8)	Please see footnote (2) of the cover page for Michael Meirov for an explanation as to the basis for the beneficial ownership of these Ordinary Shares.

(9)	Please see footnote (2) of the cover page for Dotan Meirov for an explanation as to the basis for the beneficial ownership of these Ordinary Shares.

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:

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Item 8.

Identification and Classification of Members of the Group:

Item 9.

Notice of Dissolution of Group:

Item 10.

Certification:

Y.D More Investments Ltd. /s/ Yosef Levy By: Yosef Levy* Title: Co-CEO /s/ Meir Gridish By: Meir Gridish* Title: Chairman of the Board More Provident Funds and Pension Ltd. /s/ Yosef Levy By: Yosef Levy* Title: Director /s/ Meir Gridish By: Meir Gridish* Title: Chairman of the Board   More Investment House Portfolio Management Ltd.   s/ Eli Levy By: Eli Levy* Title: Director /s/ Meir Gridish By: Meir Gridish* Title: Chairman of the Board

B.Y.M. Mor Investments Ltd. /s/ Meir Gridish By: Meir Gridish Title: Director and CEO /s/ Eli Levy Eli Levy /s/ Yosef Levy Yosef Levy _**_____________________ Name: Benjamin Meirov

/s/ Meir Gridish Name: Meir Gridish Attorney-in-Fact _***____________________ Name: Yosef Meirov

/s/ Meir Gridish Name: Meir Gridish Attorney-in-Fact _****___________________ Name: Michael Meirov

/s/ Meir Gridish Name: Meir Gridish Attorney-in-Fact _*****__________________ Name: Dotan Meirov

/s/ Meir Gridish Name: Meir Gridish Attorney-in-Fact

Exhibit 1

Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Statement)

Exhibit 2

Resolution of Board of Directors regarding signature authority of Y.D More Investments Ltd. (incorporated herein by reference to Exhibit 2 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.)

Exhibit 3

Resolution of Board of Directors regarding signature authority of More Provident Funds and Pension Ltd. (incorporated herein by reference to Exhibit 3 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.)

Exhibit 4

Limited Power of Attorney executed on behalf of Mr. Benjamin Meirov (incorporated herein by reference to Exhibit 4 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.)

Exhibit 5

Limited Power of Attorney executed on behalf of Mr. Yosef Meirov (incorporated herein by reference to Exhibit 5 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.)

Exhibit 6

Limited Power of Attorney executed on behalf of Mr. Michael Meirov (incorporated herein by reference to Exhibit 6 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.)

Exhibit 7

Limited Power of Attorney executed on behalf of Mr. Dotan Meirov (incorporated herein by reference to Exhibit 7 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.)