Ellomay Capital Ltd.

Major Shareholding Notification • Oct 14, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 11)¹

Ellomay Capital Ltd. (Name of Issuer)

Ordinary Shares, NIS 10.00 par value per share (Title of Class of Securities)

M39927120 (CUSIP Number)

Kanir Joint Investments (2005) Limited Partnership 32A Hararzel Street Tel Aviv 69710, Israel Tel: +972-54-832-6385 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 30, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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).

¹ 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.

1	NAME OF REPORTING PERSON
		Kanir Joint Investments (2005) Limited Partnership
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER 0
OWNED BY EACH REPORTING	8	SHARED VOTING POWER 5,729,449*
PERSON WITH	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,232,201*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,605,845*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14	20.6%* TYPE OF REPORTING PERSON
	PN

1	NAME OF REPORTING PERSON
	Kanir Investments Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
			(b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF	7	SOLE VOTING POWER
SHARES BENEFICIALLY		0
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		5,729,449*
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		5,232,201*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,605,845*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14	20.6%* TYPE OF REPORTING PERSON
	CO, HC

1	NAME OF REPORTING PERSON
	Menahem Raphael
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	N/A	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	Israel	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH	8	254,524 SHARED VOTING POWER
REPORTING PERSON WITH	9	5,729,449* SOLE DISPOSITIVE POWER
	10	254,524 SHARED DISPOSITIVE POWER
		5,232,201*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,860,369*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.6%*
14	TYPE OF REPORTING PERSON
	IN, HC

1	NAME OF REPORTING PERSON
	Ran Fridrich
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	N/A	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	Israel	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY OWNED BY	8	O SHARED VOTING POWER
EACH REPORTING		5,729,449*
PERSON WITH	9	SOLE DISPOSITIVE POWER
	10	O SHARED DISPOSITIVE POWER
		5,232,201*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12	2,605,845*	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14	20.6%* TYPE OF REPORTING PERSON
	IN, HC

1	NAME OF REPORTING PERSON
		S. Nechama Investments (2008) Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	N/A	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	Israel	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH	8	0 SHARED VOTING POWER
REPORTING PERSON WITH	9	5,729,449* SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER 5,232,201*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12	3,123,604* ☒ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14	24.7%* TYPE OF REPORTING PERSON
	CO

1	NAME OF REPORTING PERSON
	Shlomo Nehama
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	☐ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH	8	464,973 SHARED VOTING POWER
REPORTING PERSON WITH	9	5,729,449* SOLE DISPOSITIVE POWER
	10	464,973 SHARED DISPOSITIVE POWER
		5,232,201*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12	3,588,577* ☒ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14	28.4%* TYPE OF REPORTING PERSON
	IN, HC

1	NAME OF REPORTING PERSON
	Bonstar Investments Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	☐ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY		233,258
OWNED BY EACH REPORTING	8	SHARED VOTING POWER
PERSON WITH	9	SOLE DISPOSITIVE POWER
		233,258
	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	233,258		☒
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%*
14	TYPE OF REPORTING PERSON
	CO

1	NAME OF REPORTING PERSON
	Joseph Mor
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	☐ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY		0
OWNED BY EACH	8	SHARED VOTING POWER
REPORTING		408,258
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		408,258
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	408,258
12	☒ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.2%*
14	TYPE OF REPORTING PERSON
	IN, HC

1	NAME OF REPORTING PERSON
	Ishay Mor
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	☐ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY		0
OWNED BY EACH	8	SHARED VOTING POWER
REPORTING		408,258
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		408,258
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	408,258		☒
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.2%*
14	TYPE OF REPORTING PERSON
	IN, HC

CUSIP No. M39927120

This Amendment No. 11 to Schedule 13D (this "Amendment") amends the Schedule 13D originally filed by Kanir LP and Kanir Ltd. on November 14, 2005, as amended on February 21, 2008, on March 11, 2008, on March 31, 2008, on May 6, 2008, on January 26, 2009, on May 18, 2009, on November 17, 2010, on December 22, 2010, on August 24, 2013 and November 13, 2019.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following:

Subsequent to the filing of Amendment 10 to Schedule 13D, Ran Fridrich and Menachem Raphael each sold an aggregate of 100,000 Ordinary Shares for an aggregate per share sale price of \$19.30 and \$19.55, respectively. Mr. Fridrich also sold an aggregate of 16,787 Ordinary Shares at per share sales prices ranging from \$16.00 to \$23.3709 per share and Mr. Raphael sold 100,000 Ordinary Shares for an aggregate per share sale price of \$23.80. Finally, on September 30, 2020, Nechama Investments sold 428,265 Ordinary Shares for an aggregate per share sale price of \$27.13. All share price information in this Item is after deducting commissions and expenses.

Item 5. Interest in the Securities of the Issuer

Item 5 is amended and restated as follows:

(a), (b) See the responses to Items 7 through 11 and 13 of the cover pages to this Schedule 13D.

The ownership percentages set forth in this Amendment are based on 12,652,094 Ordinary Shares outstanding as of October 8, 2020 (as reported by the Tel Aviv Stock Exchange on its website).

During the past 60 days, as described under Item 3 above, Nechama Investments sold 428,265 Ordinary Shares.

Kanir LP currently holds 2,605,845 Ordinary Shares, which constitutes approximately 20.6% of the outstanding Ordinary Shares. Kanir Ltd. in its capacity as the general partner of Kanir LP has the voting and dispositive power over the Ordinary Shares directly beneficially owned by Kanir LP. As a result, Kanir Ltd. may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP. Messrs. Raphael and Fridrich are the sole directors of Kanir Ltd. As a result, they may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP. Messrs. Raphael and Fridrich disclaim beneficial ownership of such Ordinary Shares.

Nechama Investments currently holds 3,123,604 Ordinary Shares, which constitutes approximately 24.7% of the outstanding Ordinary Shares, and Mr. Nechama currently holds 464,973 Ordinary Shares individually, which constitute approximately 3.7% of the outstanding Ordinary Shares. Mr. Nechama, as the sole officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any Ordinary Shares beneficially owned by Nechama Investments, which constitute 28.4% of the outstanding Ordinary Shares in the aggregate.

CUSIP No. M39927120

By virtue of the 2008 Shareholders Agreement, the Kanir Reporting Persons and the Nechama Reporting Persons may be deemed to be members of a group that holds shared voting power with respect to 5,729,449 Ordinary Shares, which constitutes approximately 45.3% of the outstanding Ordinary Shares, and holds shared dispositive power with respect to 5,232,201 Ordinary Shares (the so-called "Restricted Shares" under the 2008 Shareholders Agreement), which constitute 41.4% of the outstanding Ordinary Shares. Accordingly, Mr. Nechama may be deemed to beneficially own approximately 49.0% of the Outstanding Ordinary Shares, Mr. Raphael may be deemed to beneficially own approximately 47.3% of the Outstanding Ordinary Shares and Mr. Fridrich may be deemed to beneficially own approximately 45.3% of the Outstanding Ordinary Shares. Each of the Kanir Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Nechama Reporting Persons, and each of the Nechama Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Kanir Reporting Persons.

Messrs. Joseph Mor and Ishay Mor currently beneficially own 175,000 Ordinary Shares held by a company jointly owned by them and 233,258 Ordinary Shares held by Bonstar, which together constitute approximately 3.2% of the outstanding Ordinary Shares. Bonstar is also a limited partner of Kanir LP and assisted Kanir LP in the financing of the purchase of some of its Ordinary Shares. Accordingly, Bonstar may be deemed to be a member of a group with Kanir LP, although there are no agreements between them with respect to the Ordinary Shares beneficially owned by each of them. The Bonstar Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by any of the other Reporting Persons, and such Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Bonstar Reporting Persons.

(c) See Item 5(a) and 5(b) above. Except as described in this Amendment, no transactions in the Ordinary Shares were effected by the Reporting Persons since the most recent amendment of Schedule 13D.

(d) Not applicable.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 12, 2020

KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

• By: KANIR INVESTMENTS LTD., its General Partner
• By: /s/ Menahem Raphael Name: Menahem Raphael Title: Director
• By: /s/ Ran Fridrich Name: Ran Fridrich Title: Director

KANIR INVESTMENTS LTD.

• By: /s/ Menahem Raphael Name: Menahem Raphael Title: Director
• By: /s/ Ran Fridrich Name: Ran Fridrich Title: Director

/s/ Menahem Raphael Menahem Raphael

/s/ Ran Fridrich Ran Fridrich

S. NECHAMA INVESTMENTS (2008) LTD.

By: /s/ Shlomo Nehama Name: Shlomo Nehama Title: Director

/s/ Shlomo Nehama Shlomo Nehama

BONSTAR INVESTMENTS LTD.

By:

Name: Joseph Mor

Title: Director

Joseph Mor

Ishay Mor