Tower Semiconductor Ltd. — Major Shareholding Notification 2016

Jan 11, 2016

SC 13D/A 1 d118039dsc13da.htm AMENDMENT NO. 8 Amendment No. 8

Page 1 of 9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Tower Semiconductor Ltd.

(Name of Issuer)

Ordinary Shares, NIS 15.00 par value per share

(Title of Class of Securities)

M87915-10-0

(CUSIP Number)

Ronen Meidan

Bank Hapoalim B.M.

63 Yehuda Halevi St.

Tel Aviv 6578109, Israel

972-3-567-4174

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 30, 2015

(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 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.

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1

13D

CUSIP No. M87915-10-0 Page 2 of 9

| 1. | Names of
Reporting Persons. Bank Hapoalim B.M. I.R.S. Identification Nos. of above persons (entities only). Not
applicable. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ¨ (b) x | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions)
OO | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of Organization
– Israel | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power – 3,859,877 |
| | 8. | Shared Voting Power – 29,887 |
| | 9. | Sole Dispositive Power – 3,859,877 |
| | 10. | Shared Dispositive Power – 29,887 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person – 3,889,764 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) x | |
| 13. | Percent of Class Represented by Amount
in Row (11) – 4.6% (1) | |
| 14. | Type of Reporting Person (See
Instructions) BK | |

(1) Based on the number of Ordinary Shares outstanding as at December 31, 2015, as reported by Tower to the Tel Aviv Stock Exchange ( “TASE” ), and calculated in accordance with rule 13d-3(d)(1)(i).

2

13D

CUSIP No. M87915-10-0 Page 3 of 9

| 1. | Names of
Reporting Persons. Tarshish Hahzakot Vehashkaot Hapoalim Ltd. I.R.S. Identification Nos. of above persons (entities only). Not
applicable. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ¨ (b) x | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions)
OO | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of Organization
– Israel | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power – 0 |
| | 8. | Shared Voting Power – 29,887 |
| | 9. | Sole Dispositive Power – 0 |
| | 10. | Shared Dispositive Power – 29,887 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person – 29,887 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) x | |
| 13. | Percent of Class Represented by Amount
in Row (11) – less than 0.01% (1) | |
| 14. | Type of Reporting Person (See
Instructions) CO | |

(1) Based on number of Ordinary Shares outstanding as at December 31, 2015, as reported by Tower to TASE, and calculated in accordance with rule 13d-3(d)(1)(i).

3

13D

CUSIP No. M87915-10-0 Page 4 of 9

The statement on Schedule 13D, dated February 3, 2011, of Bank Hapoalim B.M. ( “Hapoalim” ) and Tarshish Hahzakot Vehashkaot Hapoalim Ltd. ( “Tarshish” ) (collectively, the “Reporting Persons” ), as amended by Amendment No. 1 thereto, dated June 10, 2013, Amendment No. 2 thereto, dated June 24, 2013, Amendment No. 3 thereto, dated July 22, 2013, Amendment No. 4 thereto, dated January 15, 2014, Amendment No. 5 thereto, dated June 6, 2014, Amendment No. 6 thereto, dated August 29, 2014 and Amendment No. 7 thereto, dated March 6, 2015, is hereby further amended as follows:

Item 2. Identity and Background

Schedule A is hereby amended to read in its entirety as attached hereto and incorporated by reference.

Item 5. Interest in Securities of the Issuer

Item 5(a)-(c) is hereby amended to read in its entirety as follows:

“To the knowledge of the Reporting Persons:

(a) (1) Hapoalim is the beneficial owner of 3,889,764 Ordinary Shares, including 3,010,626 Ordinary Shares issuable upon conversion of its currently convertible capital notes, 170,374 Ordinary Shares issuable upon exercise of currently exercisable warrants (including warrants to purchase 140,487 Ordinary Shares held by Hapoalim and a warrant to purchase 29,887 Ordinary Shares held by Tarshish, its wholly-owned subsidiary) expiring on December 31, 2018 and 105,885 Series 9 Warrants expiring on June 27, 2017. Hapoalim (and Tarshish’s) ownership, as aforesaid collectively represents approximately 4.6% of the Ordinary Shares outstanding as at December 31, 2015, as reported by Tower to TASE, and calculated in accordance with rule 13d-3(d)(1)(i).

(2) Tarshish is the beneficial owner of 29,887 Ordinary Shares issuable upon exercise of its currently exercisable warrant, representing less than 0.01% of the Ordinary Shares outstanding as at December 31, 2015 as reported by Tower to TASE, and calculated in accordance with rule 13d-3(d)(1)(i).

(b) Hapoalim has sole voting and dispositive power over 3,859,877 Ordinary Shares, including 3,010,626 Ordinary Shares issuable upon conversion of currently convertible capital notes, 140,487 Ordinary Shares issuable upon exercise of currently exercisable warrants expiring on December 31, 2018 and 105,885 Series 9 Warrants expiring on June 27, 2017. Hapoalim and Tarshish share voting and dispositive power over 29,887 Ordinary Shares issuable upon exercise of a currently exercisable warrant held by Tarshish expiring on December 31, 2018.

(c) Save for the following, neither Hapoalim nor Tarshish has effected any transactions in the Ordinary Shares during the past 60 days:

Set forth below are the dates of sale, number and average price per share of Ordinary Shares sold by Hapoalim on NASDAQ.

Date	Number of Shares	Price Per Share
December 21, 2015	50,000	US $15.0889
December 22, 2015	41,050	US $15.0218
December 23, 2015	50,000	US $15.0839
December 28, 2015	22,967	US $15.0098

4

13D

CUSIP No. M87915-10-0 Page 5 of 9

Item 5 is hereby amended to add paragraph (e) thereto as follows:

(e) Based on the report on Form 6-K filed by Tower with the Securities and Exchange Commission on November 12, 2015, containing Tower’s press release reporting its results for the third quarter ended September 30, 2015, Hapoalim ceased to be a reporting person by no later than September 30, 2015.

5

13D

CUSIP No. M87915-10-0 Page 6 of 9

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.

January 10, 2016

Date

/s/ Dan Alexander Koller /s/ Ronen Meidan

Signature

Bank Hapoalim B.M.

Dan Alexander Koller, Head of Financial Markets Division Ronen Meidan, Head of Equity Investments Unit

Name/Title

January 10, 2016

Date

/s/ Dan Alexander Koller /s/ Ronen Meidan

Signature

Tarshish Hahzakot Vehashkaot Hapoalim Ltd.

Dan Alexander Koller, Chairman of Board of Directors Ronen Meidan, Director

Name/Title

6

13D

CUSIP No. M87915-10-0 Page 7 of 9

SCHEDULE A

Information Regarding Senior Officers and Directors of Bank Hapoalim B.M.

Board of Directors

| Name | Address | Principal
Occupation | Citizenship |
| --- | --- | --- | --- |
| Yair Seroussi | 63 Yehuda Halevi St., Tel Aviv, Israel | Chairman of the Board of Bank Hapoalim B.M. | Israel |
| Irit Izakson | 63 Yehuda Halevi St., Tel Aviv, Israel | Chairman of the Boards of Directors of the credit-card companies in the Bank Group, director in
various companies | Israel |
| Mali Baron | 63 Yehuda Halevi St., Tel Aviv, Israel | Director of companies | Israel |
| Amnon Dick | 63 Yehuda Halevi St., Tel Aviv, Israel | Businessman, partner in communications companies, consultant and director. CEO of Adsensory Ltd. | Israel |
| Meir Wietchner | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Global strategy for the Arison Group and Chairman of the Miya Group | Israel |
| Nir Zichlinskey | 63 Yehuda Halevi St., Tel Aviv, Israel | President and CEO of SRI Global Group | Israel |
| Imri Tov | 63 Yehuda Halevi St., Tel Aviv, Israel | Director of companies; business consultant and researcher in defense economics | Israel |
| Yaacov Peer | 63 Yehuda Halevi St., Tel Aviv, Israel | Financial and managerial consultant for small businesses | Israel |
| Efrat Peled | 63 Yehuda Halevi St., Tel Aviv, Israel | Chairman of the Board and CEO of the following companies: Arison Holdings (1998) Ltd., Arison Investments Ltd., Arison Sustainability Ltd., Arzaf Ltd., Arzaf B (97) Ltd., and Arzaf D Ltd. and CEO of
the following companies: SAFO LLC and Arzaf C Ltd. | Israel |
| Moshe Koren | 63 Yehuda Halevi St., Tel Aviv, Israel | Banking and financial consultant | Israel |
| Dafna Schwartz | 63 Yehuda Halevi St., Tel Aviv, Israel | Professor and member of staff at the Department of Business Administration, Faculty of Management, Ben Gurion University of the Negev, Economic and
business consultant in Israel and overseas | Israel |
| Ido Stern | 63 Yehuda Halevi St., Tel Aviv, Israel | Deputy General Manager and legal counsel at Arison Holdings (1998) Ltd. and Arison Investments
Ltd. | Israel |
| Yosef Yarom | 63 Yehuda Halevi St., Tel Aviv, Israel | Lecturer on auditing in the business sector at Haifa University | Israel & Argentina |

7

13D

CUSIP No. M87915-10-0 Page 8 of 9

Senior Officers

Name	Business Address	Principal Occupation	Citizenship
Zion Kenan	63 Yehuda Halevi St., Tel Aviv, Israel	President and Chief Executive Officer	Israel
Ari Pinto	63 Yehuda Halevi St., Tel Aviv, Israel	Head of Retail Banking	Israel
Jacob Orbach	63 Yehuda Halevi St., Tel Aviv, Israel	Head of Corporate Banking	Israel
Efrat Yavetz	63 Yehuda Halevi St., Tel Aviv, Israel	Head of Human Capital, Advising, and Resources	Israel
Ofer Levy	63 Yehuda Halevi St., Tel Aviv, Israel	Chief Accountant	Israel
Dan Alexander Koller	63 Yehuda Halevi St., Tel Aviv, Israel	Head of Financial Markets	Israel
Ilan Mazur	63 Yehuda Halevi St., Tel Aviv, Israel	Chief Legal Adviser	Israel
Yadin Antebi	63 Yehuda Halevi St., Tel Aviv, Israel	Chief Financial Officer	Israel
Ron Weksler	63 Yehuda Halevi St., Tel Aviv, Israel	Head of Corporate Strategy	Israel
Amir
Aviv	63 Yehuda Halevi St., Tel Aviv, Israel	Head of International Banking	Israel
Zeev Chayu	63 Yehuda Halevi St., Tel Aviv, Israel	Head of Internal Audit in Israel and abroad	Israel
Ronit Shapira	63 Yehuda Halevi St., Tel Aviv, Israel	Corporate Secretary	Israel
Tsahi Cohen	63 Yehuda Halevi St., Tel Aviv, Israel	Chief Risk Officer	Israel
Avi Kochva	63 Yehuda Halevi St., Tel Aviv, Israel	Head of Information Technology	Israel

PRINCIPAL HOLDERS OF THE

ISSUED SHARE CAPITAL OF BANK HAPOALIM B.M.

NAME	% OF CAPITAL
ARISON HOLDINGS (1998) LTD	20.2%

8

13D

CUSIP No. M87915-10-0 Page 9 of 9

Arison Holdings (1998) Ltd.—Director Information

Name	Address	Citizenship	Principal Occupation
Irit Izakson	63 Yehuda Halevi St., Tel- Aviv, Israel	Israel	director in various companies
Shari Arison	23 Shaul Hamelech Blvd., Tel-Aviv, Israel	Israel & USA	Investor
James M. Dubin	c/o Paul Weiss, 1285 Avenue of the Americas, New York, NY	USA	Attorney—Paul Weiss
Jason Arison	23 Shaul Hamelech Blvd., Tel-Aviv, Israel	Israel & USA	Chairman, The Ted Arison Family Foundation (Israel) Ltd.
David Arison	23 Shaul Hamelech Blvd., Tel-Aviv, Israel	Israel & USA	Officer of MIYA, an Arison Group Company
Cassie Arison	23 Shaul Hamelech Blvd., Tel-Aviv, Israel	Israel & USA	Investor
Efrat Peled	23 Shaul Hamelech Blvd., Tel-Aviv, Israel	Israel	Chairman of the Board and CEO of Arison Holdings (1998) Ltd., CEO and director in various
companies
Daniel Arison	23 Shaul Hamelech Blvd., Tel-Aviv, Israel	Israel & USA	Investor

Information Regarding Senior Officers and Directors

of Tarshish Hahzakot Vehashkaot Hapoalim Ltd.

Board of Directors

| Name | Address | Principal
Occupation | Citizenship |
| --- | --- | --- | --- |
| Eran Zimmerman | 11 Hanegev St., Tel-Aviv, Israel | CEO (Tarshish). SVP capital management -Bank Hapoalim B.M. | Israel |
| Dan Alexander Koller | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Financial Markets - Bank Hapoalim B.M. | Israel |
| Ronen Meidan | 63 Yehuda Halevi St., Tel Aviv, Israel | Head of Equity Investment Unit- Bank Hapoalim B.M. | Israel |
| Arie Stainfeld | 62 Yehuda Halevi St., Tel Aviv, Israel | Head of Exposures and Risk Management Department- Bank Hapoalim B.M. | Israel |
| Guy Kalif, C.P.A. (Isr) | 11 Hanegev St., Tel-Aviv, Israel | Manager, Comptroller Division - Bank Hapoalim B.M. | Israel |

9