SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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(Amendment No. 2)
TOWER SEMICONDUCTOR LTD.
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(Name of Issuer)
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Ordinary Shares, par value NIS 15.00 per share
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(Title of Class of Securities)
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M87915274
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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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*
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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 the disclosures provided in a prior cover page.
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1
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Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only). |
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Clal Insurance Enterprises Holdings 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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5,862,260 Ordinary 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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5,862,260 Ordinary Shares *
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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5,862,260 Ordinary 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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5.3%**
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12
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Type of Reporting Person :
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CO |
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(a) |
Name of Issuer: TOWER SEMICONDUCTOR LTD. (the “Issuer”).
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(b) |
Address of Issuer’s Principal Executive Offices:
Ramat Gavriel Industrial Park, P.O. Box 619, Migdal Haemek, 23105 Israel |
(a)
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Name of Person Filing:
Clal Insurance Enterprises Holdings Ltd. (“Clal” or the “Reporting Person”). Clal, an Israeli public corporation, may be deemed to beneficially own the Ordinary Shares reported in this
Statement. See Item 4.
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(b) |
Address of Principal Business Offices or, if none, Residence:
Clal Insurance Enterprises Holdings Ltd. – 36 Raul Walenberg St., Tel Aviv 66180, Israel
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(c) |
Place of Organization:
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(d) |
Title of Class of Securities:
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(e) |
CUSIP Number:
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Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable. |
Item 4. |
Ownership
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Item 5. |
Ownership of 5 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 5 Percent on Behalf of Another Person
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. |
Not applicable.
February 14, 2024
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CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
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BY: /s/ Eran Czerninski /s/ Barak Benski
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Eran Czerninski and Barak Benski, authorized signatories of CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
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