SEC Form SC 13G/A filed by Sapiens International Corporation N.V. (Amendment)
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Computer Software: Prepackaged Software
Technology
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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. 5)*
(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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SAPIENS INTERNATIONAL CORPORATION N.V.
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(Name of Issuer)
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Common Shares, par value € 0.01 per share
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(Title of Class of Securities)
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N7716A151
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(CUSIP Number)
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December 31, 2022
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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)
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*
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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.
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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).
CUSIP NO. N7716A151
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1
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Name of Reporting Persons
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Harel Insurance Investments & Financial Services Ltd.
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2
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Check the Appropriate Box if a Member of a Group
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(a)☐
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(b)☐
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3
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SEC Use only
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4
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Place of Organization
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Israel
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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2,645,679 Common Shares *
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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2,647,169 Common Shares *
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,647,169 Common Shares *
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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4.6%**
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12
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Type of Reporting Person :
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CO
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* See Item 4.
** Based on 57,468,506 Common Shares issued and
outstanding as of October 31, 2022 (as reported by the Issuer in in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on
November 9, 2022).
Item 1.
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Name of Issuer:
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SAPIENS INTERNATIONAL CORPORATION N.V. (hereinafter referred to as the “Issuer”).
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Address of Issuer’s Principal Executive Offices:
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26 Harokmim St., Holon, 5885800 Israel
Item 2.
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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.
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(d)
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Title of Class of Securities:
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Common Shares, par value € 0.01 per share (the “Common Shares”).
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CUSIP Number:
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N7716A151
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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 2,647,169 Common Shares
reported in this Statement as beneficially owned by the Reporting Person (i) 2,645,679 Common Shares are held for members of the public through, among others,
provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes
independent voting and investment decisions and (ii) 1,490 Common Shares are held by third-party client accounts managed by subsidiaries of the Reporting Person as
portfolio managers, each of which subsidiaries operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of any
of the Common Shares or that it has any pecuniary interest in such Ordinary Shares for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended.
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.
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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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Identification and Classification of Members of the Group
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Not Applicable.
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, other than activities solely in connection with a nomination under §240.14a-11.
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.
January 17, 2023
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HAREL INSURANCE INVESTMENTS AND FINANCIAL SERVICES LTD.
BY: /s/ Uri Rabinovitz
Name, Title: Uri Rabinovitz, Vice President
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