Ituran Location & Control Ltd. — Major Shareholding Notification 2011

Feb 7, 2011

SC 13G/A 1 zk1109412.htm SC 13G/A zk1109412.htm Licensed to: zk Global Document Created using EDGARizer 5.3.1.0 Copyright 1995 - 2011 Thomson Reuters. All rights reserved.

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

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

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

SCHEDULE 13G

MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Workstation"

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

Ituran Location and Control Ltd. (Name of Issuer)

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

Ordinary Shares, Par Value NIS 0.33 1 / 3 per share (Title of Class of Securities)

MARKER FORMAT-SHEET="Para Flush Lv 1-TNR" FSL="Workstation"

M6158M104
(CUSIP Number)

MARKER FORMAT-SHEET="Para Flush Lv 1-TNR" FSL="Workstation"

December 31, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed

MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation"

o Rule 13d-1(b)

MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation"

o Rule 13d-1(c)

MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation"

x Rule 13d-1(d)

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

*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.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

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).

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

SCHEDULE 13G

CUSIP No. M6158M104

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Default"

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Izzy Sheratzky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 266,930 shares (1)
	6	SHARED VOTING POWER 5,508,317 shares (1)
	7	SOLE DISPOSITIVE POWER 266,930 shares (1)
	8	SHARED DISPOSITIVE POWER 5,508,317 shares (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,775,247
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 27.5% (2)
12	TYPE OF REPORTING PERSON* IN

(1) The number of shares under Sole Voting and Dispositive Power consist of a total of 266,930 shares directly held by Mr. Sheratzky and an entity wholly owned by him. The number of shares under Shared Voting and Dispositive Power consist of 1,365 shares that are directly held by Mr. Sheratzky's wife, Maddie Sheratzky, and of 5,506,952 shares that are deemed to be beneficially owned by Mr. Sheratzky by virtue of his holdings of Moked Ituran Ltd. and the shareholders agreement among Moked Ituran Ltd.'s shareholders, dated May 28, 1998, as amended on September 6, 2005. The shareholder agreement is attached as Exhibits (a) and (b) to form 13G filed by this reporting person on February 13, 2006, and incorporated by reference herein.

(2) Pursuant to Section 13(d)(4) of the 1933 Securities Act, Ordinary Shares held by the issuer or a subsidiary of the issuer are excluded for the purpose of calculating the requested percent of class.

2

Item 1.

(a) Name of Issuer: Ituran Location and Control Ltd.

(b) Address of Issuer’s Principal Executive Offices: 3 Hashikma Street, Azour, 58001 Israel.

Item 2.

(a) Name of Person Filing: Izzy Sheratzky.

(b) Address of Principal Business Office: c/o Ituran Location & Control Ltd., 3 Hashikma Street, Azour, 58001, Israel.

(c) Citizenship: Israel.

(d) Title of Class of Securities: Ordinary Shares.

(e) CUSIP Number - M6158M104.

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:

Not Applicable.

Item 4. Ownership.

(a) Amount Beneficially Owned: 5,775,247 Ordinary Shares. A total of 266,930 shares are directly held by Mr. Izzy Sheratzky and an entity wholly owned by him, and an additional 1,365 shares are directly held by Mr. Sheratzky's wife, Maddie Sheratzky. In addition Mr. Sheratzky is deemed to beneficially own 5,506,952 shares held by Moked Ituran Ltd., by virtue of his 38% holdings in Moked Ituran Ltd. (through a company under his control) and the shareholders agreement among Moked Ituran Ltd.'s shareholders, dated May 28, 1998, as amended on September 6, 2005, and attached as Exhibits (a) and (b) to form 13G filed by this reporting person on February 13, 2006, and incorporated by reference herein.

3

(b) Percent of Class: 27.5%.

Pursuant to Section 13(d)(4) of the 1933 Securities Act, Ordinary Shares held by the issuer or a subsidiary of the issuer are excluded for the purpose of calculating the requested percent of class.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 266,930

(ii) Shared power to vote or to direct the vote: 5,508,317

(iii) Sole power to dispose or to direct the disposition: 266,930

(iv) Shared power to dispose or to direct the disposition: 5,508,317

Item 5. Ownership of Five Percent or Less of a Cla ss

Not Applicable.

Item 6. Ownership of More than Five 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.

The reporting person is filing this Schedule 13G pursuant to Rule 13d-1(d). Mr. Izzy Sheratzky is a controlling person of Moked Ituran Ltd. and may be deemed the beneficial owner of a total of 5,775,247 ordinary shares of the Issuer, of which 5,506,952 are held by Moked Ituran Ltd. See Item 4(a).

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not applicable

Item 11. Exhibits

Shareholders agreement dated May 28, 1998, as amended on September 6, 2005 attached as Exhibits (a) and (b) to form 13G filed by this reporting person on February 13, 2006, and incorporated by reference herein.

4

SIGNATURE

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

Dated: February 7, 2011

By:
Izzy Sheratzky

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

5