SEC Form SC 13G/A filed by Similarweb Ltd. (Amendment)

CUSIP No. M84137104

13G

Page 2 of 8 Pages

1	NAME OF REPORTING PERSONS   The Phoenix Holdings Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   ---
		6	SHARED VOTING POWER   3,841,832.00 (*)
		7	SOLE DISPOSITIVE POWER   ---
		8	SHARED DISPOSITIVE POWER   3,841,832.00 (*)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,841,832.00 (*)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.88% (*) (**)
12	TYPE OF REPORTING PERSON (See instructions)   CO

(b)	Address of Issuer's Principal Executive Offices: 33 Yitzhak Rabin Rd., Givatayim 5348303, Israel

Item 2. (a)

Name of Person Filing: The Phoenix Holdings Ltd. 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.

(b)

Address of Principal Business Office: The address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.

(c)

Citizenship: The Phoenix Holdings Ltd. - Israel

(d)

Title of Class of Securities: Ordinary Shares

(e)

CUSIP Number: M84137104

Item 3.

Not applicable.

Item 4.

Ownership:

(a)

Amount beneficially owned: See row 9 of cover page of each reporting person. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons 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 reporting person disclaims the existence of any such group.  In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement, and each of Filing Persons and Subsidiaries disclaims beneficial ownership of any such Ordinary Shares. As of February 15, 2024, the securities reported herein were held as follows:

(1)

All ownership rights in this partnership belong to companies that are part of 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.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: See row 5 of cover page of each reporting person

(ii)

Shared power to vote or to direct the vote: See row 6 of cover page of each reporting person and note in Item 4(a) above

(iii)

Sole power to dispose or to direct the disposition of: See row 7 of cover page of each reporting person

(iv)

Shared power to dispose or to direct the disposition of: See row 8 of cover page of each reporting person and note in Item 4(a) above

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 5 percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another: Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: Not applicable.

Item 8.

Identification and Classification of Members of the Group: Not applicable.

Item 9.

Notice of Dissolution of Group: Not applicable.

Item 10.

Certification:

The Phoenix Holdings Ltd.   /s/ Eli Schwartz By: Eli Schwartz* Title: Executive Vice President - Chief Financial Officer

/s/ Haggai Schreiber By: Haggai Schreiber* Title: Executive Vice President - Chief Investment Officer

Exhibit 1

Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of December 12, 2019 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on November 27, 2023).