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Nova Ltd. Major Shareholding Notification 2021

Feb 11, 2021

6955_rns_2021-02-11_c85952e1-3d04-4dee-89c7-a45838d7aaac.pdf

Major Shareholding Notification

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NOVA MEASURING INSTRUMENTS LTD Filed by MENORA MIVTACHIM HOLDINGS LTD.

FORM SC 13G/A

(Amended Statement of Ownership)

Filed 02/11/21

Telephone 972-73-229-5600 CIK 0001109345 Symbol NVMI SIC Code 3827 - Optical Instruments and Lenses Industry Semiconductors Sector Technology Fiscal Year12/31

http://pro.edgar-online.com

© Copyright 2021, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)*

Nova Measuring Instruments Ltd.

(Name of Issuer)

Ordinary Shares, nominal value NIS 0.01 per share (Title of Class of Securities)

M7516K103

(CUSIP Number)

December 31, 2020 (Date of Event Which Requires Filing of this Statement)

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

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*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.

The information required in 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. M7516K103 13G Page 2 of 9 Pages
1 NAME
OF		 REPORTING
PERSONS
Menora Mivtachim
Holdings
Ltd.
2 CHECK
☐
(a)
☐
(b)		 THE
APPROPRIATE		 BOX
IF
A
MEMBER
OF
A
GROUP
(See		 instructions)
3 SEC
USE		 ONLY
4 CITIZENSHIP OR
PLACE
OF		 ORGANIZATION
Israel
5 SOLE
VOTING		 POWER
---
NUMBER
OF
SHARES		 6 SHARED
VOTING		 POWER
BENEFICIALLY
OWNED
BY		 2,108,880
(*)
EACH
REPORTING		 7 SOLE
DISPOSITIVE		 POWER
PERSON
WITH		 ---
8 SHARED DISPOSITIVE
POWER
2,108,880
(*)
9 AGGREGATE AMOUNT BENEFICIALLY
OWNED
BY
EACH
REPORTING		 PERSON
2,108,880 (*)
10 CHECK
IF		 THE
AGGREGATE		 AMOUNT
IN
ROW
(9)
EXCLUDES		 CERTAIN
SHARES
(See
instructions)
☐
11 PERCENT OF
CLASS
REPRESENTED		 BY
AMOUNT
IN
ROW
9
7.47%
(*)		 (**)
12 TYPE
OF		 REPORTING
PERSON		 (See
instructions)
CO

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on 28,240,000 Ordinary Shares outstanding as of December 31, 2020 (as reported on Bloomberg LP).

2

CUSIP No. M7516K103 13G Page 3 of 9 Pages
1 NAME
OF		 REPORTING
PERSONS
Menora Mivtachim
Pensions
and		 Gemel
Ltd.
2 CHECK
☐
(a)
☐
(b)		 THE
APPROPRIATE		 BOX
IF
A
MEMBER
OF
A
GROUP
(See		 instructions)
3 SEC
USE		 ONLY
4 CITIZENSHIP OR
PLACE
OF		 ORGANIZATION
Israel
5 SOLE
VOTING
---		 POWER
NUMBER
OF
SHARES
BENEFICIALLY		 6 SHARED
VOTING
1,771,737
(*)		 POWER
OWNED
BY
EACH
REPORTING
PERSON
WITH		 7 SOLE
DISPOSITIVE
---		 POWER
8 SHARED
1,771,737
(*)		 DISPOSITIVE
POWER
9 AGGREGATE AMOUNT BENEFICIALLY
OWNED
BY
EACH
REPORTING		 PERSON
1,771,737 (*)
10 CHECK
IF		 THE
AGGREGATE		 AMOUNT
IN
ROW
(9)
EXCLUDES		 CERTAIN
SHARES		 (See
instructions)
☐
11 PERCENT OF
CLASS
REPRESENTED		 BY
AMOUNT
IN
ROW
9
6.27%
(*)		 (**)
12 TYPE
OF		 REPORTING
PERSON		 (See
instructions)
CO

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on 28,240,000 Ordinary Shares outstanding as of December 31, 2020 (as reported on Bloomberg LP).

Name
of
Issuer:
Nova
Measuring
Instruments
Ltd.
(b) Address
of
Issuer's
Principal
Executive
Offices:
5
David
Fikes
street,
Rehovot,
P.O.B
266,
ISRAEL
(a) Name
of
Person
Filing:
Menora
Mivtachim
Holdings
Ltd.
Menora
Mivtachim
Pensions
and
Gemel
Ltd.
(b) Address
of
Principal
Business
Office:
Menora
Mivtachim
Holdings
Ltd.
–
Menora
House,
23
Jabotinsky
St.,
Ramat
Gan
5251102,
Israel
Menora
Mivtachim
Pensions
and
Gemel
Ltd.
–7
Jabotinsky
St.,
Ramat
Gan
5252007,
Israel
(c) Citizenship
or
Place
of
Incorporation:
Menora
Mivtachim
Holdings
Ltd.
–
Israel
Menora
Mivtachim
Pensions
and
Gemel
Ltd.
–
Israel
(d) Title
of
Class
of
Securities:
Ordinary
Shares,
nominal
value
NIS
0.01
per
share
(e) CUSIP
Number:
M7516K103
Not
applicable.
Ownership:
(a) Amount
beneficially
owned:
See
row
9
of
cover
page
of
each
reporting
person.
As
of
December
31,
2020,
the
securities
reported
herein
were
held
as
follows:
•
4,189
ordinary
shares
(representing
0.01%
of
the
total
ordinary
shares
outstanding)
beneficially
owned
by
Menora
Mivtachim
Holdings
Ltd.;
•
1,771,737
ordinary
shares
(representing
6.27%
of
the
total
ordinary
shares
outstanding)
beneficially
owned
by
Menora
Mivtachim
Pensions
and
Gemel
Ltd.;
•
304,323
ordinary
shares
(representing
1.08%
of
the
total
ordinary
shares
outstanding)
beneficially
owned
by
Menora
Mivtachim
Insurance
Ltd.;
•
23,111
ordinary
shares
(representing
0.08%
of
the
total
ordinary
shares
outstanding)
beneficially
owned
by
Menora
Mivtachim
Vehistadrut
Hamehandesim
Nihul
Kupot
Gemel
Ltd.;
and
•
5,520
ordinary
shares
(representing
0.02%
of
the
total
ordinary
shares
outstanding)
beneficially
owned
by
Shomera
Insurance
Company
Ltd.
(a)

The securities reported herein are beneficially owned by Menora Mivtachim Holdings Ltd. ("Menora Holdings") and by entities that are direct or indirect, wholly-owned or majority-owned, subsidiaries of Menora Holdings (the "Subsidiaries"), such as Menora Mivtachim Insurance Ltd., Shomera Insurance Company Ltd., Menora Mivtachim Pensions and Gemel Ltd., Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd., and Menora Mivtachim Investment Portfolio Management Ltd. The economic interest or beneficial ownership in a portion of the securities covered by this report (including the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities) is held for the benefit of insurance policy holders, the owners of portfolio accounts, or the members of the provident funds or pension funds, as the case may be. This statement on Schedule 13G shall not be construed as an admission by Menora Holdings or by any of the Subsidiaries that it is the beneficial owner of any of such securities covered by this statement on Schedule 13G, and each of Menora Holdings and the Subsidiaries disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein.

(b) Percent of class:

See row 11 of cover page of each reporting person

  • (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:

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another:

The beneficial ownership of the securities reported herein is described in Item 4(a).

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.
6

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.

SIGNATURE

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.

February 10, 2021

Menora Mivtachim Holdings Ltd.

/s/ Shai Kompel /s/ Nir Moroz By: Shai Kompel By: Nir Moroz Title: CFO Title: CIO

Menora Mivtachim Pensions and Gemel Ltd.

/s/ Shai Kompel /s/ Nir Moroz By: Shai Kompel By: Nir Moroz Title: Authorized signature Title: Authorized signature

EXHIBIT NO. DESCRIPTION

Exhibit

1 Joint Filing Agreement by and among the Reporting Persons, dated as of February 14, 2019 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on February 14, 2019).

NOVA MEASURING INSTRUMENTS LTD Filed by ADAGE CAPITAL PARTNERS GP, L.L.C.

FORM SC 13G/A (Amended Statement of Ownership)

Filed 02/11/21

Telephone 972-73-229-5600 CIK 0001109345 Symbol NVMI SIC Code 3827 - Optical Instruments and Lenses Industry Semiconductors Sector Technology Fiscal Year12/31

http://pro.edgar-online.com

© Copyright 2021, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Nova Measuring Instruments Ltd.

(Name of Issuer)

Ordinary Shares, NIS 0.01 par value per share

(Title of Class of Securities)

M7516K103

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of This Statement)

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

¨ Rule 13d-1(b)

ý Rule 13d-1(c)

¨ Rule 13d-1(d)

(Page 1 of 10 Pages)

______________________________ *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.

The information required in 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 NAME OF REPORTING PERSON
Adage Capital Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY
4 Delaware CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY		 6 SHARED VOTING POWER
1,688,844
OWNED BY
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER
0
PERSON WITH: 8 SHARED DISPOSITIVE POWER
1,688,844
9 1,688,844 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 6.01% PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12 PN TYPE OF REPORTING PERSON
1 NAME OF REPORTING PERSON
Adage Capital Partners GP, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY
4 Delaware CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY		 6 SHARED VOTING POWER
1,688,844
OWNED BY
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER
0
PERSON WITH: 8 SHARED DISPOSITIVE POWER
1,688,844
9 1,688,844 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.01%
12 OO TYPE OF REPORTING PERSON
1 NAME OF REPORTING PERSON
2 Adage Capital Advisors, L.L.C.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		 (a) ¨
3 SEC USE ONLY (b) ¨
4 Delaware CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY		 6 SHARED VOTING POWER
1,688,844
OWNED BY
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER
0
PERSON WITH: 8 SHARED DISPOSITIVE POWER
1,688,844
9 1,688,844 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 6.01% PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12 OO TYPE OF REPORTING PERSON
NAME OF REPORTING PERSON
1 Robert Atchinson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY
4 United States CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY		 6 SHARED VOTING POWER
1,688,844
OWNED BY
EACH
REPORTING
PERSON WITH:		 7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,688,844
9 1,688,844 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 6.01% PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12 TYPE OF REPORTING PERSON
IN
NAME OF REPORTING PERSON
1 Phillip Gross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY
4 United States CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY		 6 SHARED VOTING POWER
1,688,844
OWNED BY
EACH
REPORTING
PERSON WITH:		 7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,688,844
9 1,688,844 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 6.01% PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12 TYPE OF REPORTING PERSON
IN

Item 1(a). NAME OF ISSUER The name of the issuer is Nova Measuring Instruments Ltd. (the "Company").

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

The Company's principal executive offices are located at 5 David Fikes Street, Rehovot, P.O.B. 266, Israel.

Item 2(a). NAME OF PERSON FILING

This statement is filed by:

  • (i) Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Ordinary Shares directly owned by it;
  • (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), as general partner of ACP with respect to the Ordinary Shares directly owned by ACP;
  • (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), as managing member of ACPGP, general partner of ACP, with respect to the Ordinary Shares directly owned by ACP;
  • (iv) Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Ordinary Shares directly owned by ACP; and
  • (v) Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Ordinary Shares directly owned by ACP.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.

Item 2(c). CITIZENSHIP

ACP is a limited partnership organized under the laws of the State of Delaware. ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.

Item 2(d). TITLE OF CLASS OF SECURITIES

Ordinary Shares, NIS 0.01 par value per share (the "Ordinary Shares").

Item 2(e). CUSIP NUMBER
M7516K103

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:

  • (a) ¨ Broker or dealer registered under Section 15 of the Act;
  • (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  • (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  • (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  • (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  • (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  • (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  • (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  • (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  • (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  • (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.

Item 4. OWNERSHIP

A. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.

  • (a) Amount beneficially owned: 1,688,844
  • (b) Percent of class: 6.01%. The percentages set forth in this Schedule 13G/A are calculated based upon the 28,091,570 Ordinary Shares outstanding as of June 30, 2020, as reported in Exhibit 99.2 attached to the Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on October 13, 2020.
  • (c) (i) Sole power to vote or direct the vote: 0
    • (ii) Shared power to vote or direct the vote: 1,688,844
      • (iii) Sole power to dispose or direct the disposition: 0
      • (iv) Shared power to dispose or direct the disposition of: 1,688,844

ACP has the power to dispose of and the power to vote the Ordinary Shares beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own any Ordinary Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.

  • B. Robert Atchinson and Phillip Gross
    • (a) Amount beneficially owned: 1,688,844

in any transaction having that purpose or effect.

  • (b) Percent of class: 6.01%
  • (c) (i) Sole power to vote or direct the vote: 0
    • (ii) Shared power to vote or direct the vote: 1,688,844
    • (iii) Sole power to dispose or direct the disposition: 0
    • (iv) Shared power to dispose or direct the disposition: 1,688,844

Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Ordinary Shares beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any Ordinary Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS 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 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 Each of the Reporting Persons hereby makes the following certification: By signing below each Reporting Person certifies that, to the best of his or its 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

SIGNATURES

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

DATE: February 11, 2021

ADAGE CAPITAL PARTNERS, L.P. By: Adage Capital Partners GP, L.L.C., its general partner

By: Adage Capital Advisors, L.L.C., its managing member

/s/ Robert Atchinson Name: Robert Atchinson Title: Managing Member

ADAGE CAPITAL PARTNERS GP, L.L.C. By: Adage Capital Advisors, L.L.C., its managing member

/s/ Robert Atchinson Name: Robert Atchinson Title: Managing Member

ADAGE CAPITAL ADVISORS, L.L.C.

/s/ Robert Atchinson Name: Robert Atchinson Title: Managing Member

ROBERT ATCHINSON

/s/ Robert Atchinson ROBERT ATCHINSON, individually

PHILLIP GROSS

/s/ Phillip Gross PHILLIP GROSS, individually

NOVA MEASURING INSTRUMENTS LTD Filed by RENAISSANCE TECHNOLOGIES LLC

Filed 02/11/21

Telephone 972-73-229-5600 CIK 0001109345 Symbol NVMI SIC Code 2200 - Textile mill products Fiscal Year 12/31

http://pro.edgar-online.com

© Copyright 2021, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 7)*

NOVA MEASURING INSTRUMENTS LTD.

(Name of Issuer)

Ordinary Shares, nominal value NIS 0.01 per share

(Title of Class of Securities)

M7516K103

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

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

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)

*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.

The information required in 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. M7516K103
-----------------------------------------------------------------------------		 13G Page 2 of 8 Pages
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Renaissance Technologies LLC
-----------------------------------------------------------------------------		 26-0385758
(a) []
(b) []		 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED		 1,531,800 _____
BY EACH REPORTING
PERSON WITH:		 (6) SHARED VOTING POWER
0 _____
(7) SOLE DISPOSITIVE POWER
1,531,800 _____
(8) SHARED DISPOSITIVE POWER
0 ______

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,531,800 ------------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] ------------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.45 % ------------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA Page 2 of 8 pages ============================================================================= Page 3 of 8 pages ----------------------------------------------------------------------------- CUSIP NO. M7516K103 13G Page 3 of 8 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). RENAISSANCE TECHNOLOGIES HOLDINGS CORPORATION 13-3127734 ----------------------------------------------------------------------------- (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 Delaware ----------------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF SHARES 1,531,800 BENEFICIALLY OWNED _____________________________ BY EACH REPORTING PERSON WITH: (6) SHARED VOTING POWER 0 _____________________________ (7) SOLE DISPOSITIVE POWER 1,531,800 _____________________________ (8) SHARED DISPOSITIVE POWER 0 _____________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,531,800 ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.45 % ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC Page 3 of 8 pages ============================================================================= ----------------------------------------------------------------------------- CUSIP NO. M7516K103 13G Page 4 of 8 Pages ----------------------------------------------------------------------------- Item 1. (a) Name of Issuer NOVA MEASURING INSTRUMENTS LTD. (b) Address of Issuer's Principal Executive Offices. 5 David Fikes St., P.O. Box 266, Rehovot L3 7610201, Israel Item 2.

(a) Name of Person Filing:

This Schedule 13G is being filed by Renaissance Technologies LLC ("RTC") and Renaissance Technologies Holdings Corporation ("RTHC").

(b) Address of Principal Business Office or, if none, Residence.

The principal business address of the reporting persons is:

800 Third Avenue New York, New York 10022

(c) Citizenship.

RTC is a Delaware limited liability company, and RTHC is a Delaware corporation.

(d) Title of Class of Securities.

Ordinary Shares, nominal value NIS 0.01 per share

(e) CUSIP Number.

M7516K103

Page 4 of 8 pages

=============================================================================
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13-d-2(b)
or (c),check whether the person filing is a:
(a) [] Broker or dealer registered under section 15 of the Act.
(b) [] Bank as defined in section 3(a)(6) of the Act.
(c) [] Insurance Company as defined in section 3(a)(19) of the Act.
(d) [] Investment Company registered under section 8 of the Investment
Company Act.
(e) [x] Investment Adviser in accordance with Sec.240.13d-1(b)(1)(ii)(E).
(f) [_] Employee Benefit Plan or Endowment Fund in accordance with
Sec. 240.13d-1(b)(1)(ii)(F).
(g) [] Parent holding company, in accordance with Sec.240.13d-1(b)(1)(ii)(G).
(h) [] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940.
(j) [] Group, in accordance with Sec.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned.
RTC:
1,531,800
shares
RTHC:
1,531,800
shares, comprising the shares beneficially owned
by RTHC, because of RTHC's majority ownership of RTC.
(b) Percent of Class.
RTC:
5.45 %
RTHC:
5.45 %
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
RTC:
1,531,800
RTHC:
1,531,800
(ii) Shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
RTC:
1,531,800
RTHC:
1,531,800
(iv) Shared power to dispose or to direct the disposition of:
RTC:
0
RTHC:
0
Page 5 of 8 pages
=============================================================================
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 five percent of the class of securities,
check the following: [_]

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Certain funds and accounts managed by RTC have the right to receive dividends and proceeds from the sale of the securities which are the subject of this report.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable

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

Not applicable

Item 9. Notice of Dissolution of a Group.

Not applicable

Page 6 of 8 pages

============================================================================= Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

SIGNATURE

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.

Date: February 11, 2021

Renaissance Technologies LLC

By: /s/ James S. Rowen Chief Operating Officer

Renaissance Technologies Holdings Corporation

==============================================================================

By: /s/ James S. Rowen Vice President

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

Page 7 of 8 Pages

EXHIBIT 99.1

AGREEMENT REGARDING JOINT FILING

UNDER RULE 13D-1(K) OF THE EXCHANGE ACT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the filing on behalf of each of a Statement on Schedule 13G, and all amendments thereto, with respect to the Ordinary Shares, nominal value NIS 0.01 per share of NOVA MEASURING INSTRUMENTS LTD.

Date: February 11, 2021

Renaissance Technologies LLC

By: /s/ James S. Rowen Chief Operating Officer

By: /s/ James S. Rowen Vice President

Page 8 of 8 Pages

NOVA MEASURING INSTRUMENTS LTD Filed by WASATCH ADVISORS INC

FORM SC 13G (Statement of Ownership)

Filed 02/11/21

Telephone 972-73-229-5600 CIK 0001109345 Symbol NVMI SIC Code 3827 - Optical Instruments and Lenses Industry Semiconductors Sector Technology Fiscal Year12/31

http://pro.edgar-online.com

© Copyright 2021, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

SCHEDULE 13G

Amendment No. Name of Issuer: Nova Measuring Instruments Ltd Title of Class of Securities: Common Stock

CUSIP Number: M7516K103 Item 1: Reporting Person: Wasatch Advisors, Inc. 87-0319391 Item 2: Check Box If Member of Group: Not Applicable Item 3: SEC Use Item 4: Place of Organization: Utah Items 5-8: Number of Shares Owned With: Item 5: Sole Voting Power: 2,180,040 Item 6: Shared Voting Power: 0 Item 7: Sole Dispositive Power: 2,180,040 Item 8: Shared Dispositive Power: 0 Item 9: Aggregate Amount Owned: 2,180,040 Item 10: Check Box If Aggregate Amount Excludes Certain Shares: N/A Item 11: Percent of Class Owned: 7.7% Item 12: Type of Reporting Person: IA Item 1(a): Name of Issuer: Nova Measuring Instruments Ltd Item l(b): Address of Issuer: 5 David Fikes Street, P.O. Box 266, Rehovot L3 7610201 Item 2(a): Name of Person Filing: Wasatch Advisors, Inc. Item 2(b): Address: 505 Wakara Way, Salt Lake City, UT 84108 Item 2(c): Citizenship: Not Applicable Item 2(d): Title of Class of Securities: Common Stock Item 2(e): CUSIP Number: M7516K103 Item 3(e): Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 Item 4(a): Amount Owned: 2,180,040 Item 4(b): Percent of Class Owned: 7.7% Item 4(c)(i): Sole Voting Power: 2,180,040 Item 4(c)(ii): Shared Voting Power: 0 Item 4(c)(iii): Sole Dispositive Power: 2,180,040 Item 4(c)(iv): Shared Dispositive Power: 0 Item 5: Check Box If Ownership Is 5% or Less of Class: [ ] Item 6. Ownership of More Than 5% on Behalf of Another Person: N/A Item 7: Identification of Subsidiary: Not Applicable Item 8: Identification of Members of Group: 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 acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE

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 as of December 31, 2020. Date: 02/11/21 Signature: /s/JB Taylor Name/Title: JB Taylor/CEO

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