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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
(Amendment No. 3)*
(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
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ICL Group Ltd.
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(Name of Issuer)
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Ordinary Shares, par value NIS 1.00 per share
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(Title of Class of Securities)
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M53213100
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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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).
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CUSIP NO. M87915274
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| 1. |
Name of Reporting Persons
Harel Insurance Investments & Financial Services Ltd.
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| 2. |
Check the Appropriate Box if a Member of a Group
(a) ☒
(b) ☐
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| 3. |
SEC Use only
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| 4. | Place of Organization
Israel
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5. |
Sole Voting Power
0
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| 6. |
Shared Voting Power
68,628,009 Ordinary
Shares*
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| 7. |
Sole Dispositive Power
0
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| 8. |
Shared Dispositive Power
70,590,979
Ordinary Shares*
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
70,590,979 Ordinary Shares*
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐
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| 11. |
Percent of Class Represented by Amount in Row (9)
5.4%**
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| 12. |
Type of Reporting Person :
CO
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*See Item 4.
** Based on 1,313,845,906 Ordinary Shares issued and outstanding as of March 23, 2023 (as reported by the Issuer in its Report on Form 6-K filed with
the Securities and Exchange Commission on March 27, 2023).
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Item 1.
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Name of Issuer:
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ICL Group Ltd. (the “Issuer”).
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Address of Issuer’s Principal Executive Offices:
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Aranha St 23, Millennium Tower, P.O. BOX 20245, Tel Aviv 6120201, Israel.
Item 2.
| (a)-(c) |
Name of Person Filing, address and citizenship:
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The following entity is referred to as the “Reporting Person” in this Statement:
Harel Insurance Investments & Financial Services Ltd., an Israeli public company, with a principal business address at Harel House; 3 Aba Hillel Street; Ramat Gan 52118, Israel.
| (d) |
Title of Class of Securities:
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Ordinary Shares, par value NIS 1.00 per share (the “Ordinary Shares”).
| (e) |
CUSIP Number:
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M53213100
| 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:
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Not Applicable.
| Item 4. |
Ownership
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Of the 70,590,979 Ordinary Shares reported in this Statement as beneficially owned by the
Reporting Person (i) 67,917,056 Ordinary Shares are held for members
of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or index-linked securities and/or insurance policies, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries
operates under independent management and makes independent voting and investment decisions, (ii) 1,962,970 Ordinary Shares are held by
third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities
held in such client accounts, and (iii) 710,953 Ordinary Shares
are beneficially held for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 710,953 Ordinary Shares covered by 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 5. |
Ownership of Five Percent or Less of a Class
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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 5 percent of the class of securities, check the
following ☐.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary, Which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
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| Item 8. |
Identification and Classification of the Subsidiary, Which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group
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Not Applicable.
| Item 10. |
Certification
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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.
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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.
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January 30, 2024
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HAREL INSURANCE INVESTMENTS AND FINANCIAL SERVICES LTD.
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BY: /s/ Uri Rabinovitz
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Name, Title: Uri Rabinovitz, Vice President
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