UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. _)

(Name of Issuer)

 (Title of Class of Securities)

(CUSIP Number)

 (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).

 

 

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

(**) The amount of shares includes 500,000 Ordinary Shares held in 250,000 of the Issuer's American Depositary Shares (“ADSs”). Each ADS represents two Ordinary Shares of the Issuer, per the Issuer's Rule 424(b)(4) prospectus filed with the Securities and Exchange Commission (“SEC”) on April 17, 2019.

(***) Based on 16,640,446 Ordinary Shares outstanding as of April 17, 2019 (as reported by Tel Aviv Stock Exchange on its website).

 

CUSIP No. 10501L106

13G

Page 3 of 10 Pages

 

 

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

(**) The amount of shares includes 500,000 Ordinary Shares held in 250,000 of the Issuer's ADSs. Each ADS represents two Ordinary Shares of the Issuer, per the Issuer's Rule 424(b)(4) prospectus filed with the SEC on April 17, 2019.

(***) Based on 16,640,446 Ordinary Shares outstanding as of April 17, 2019 (as reported by Tel Aviv Stock Exchange on its website).

 

 

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

(**) The amount of shares includes 500,000 Ordinary Shares held in 250,000 of the Issuer's ADSs. Each ADS represents two Ordinary Shares of the Issuer, per the Issuer's Rule 424(b)(4) prospectus filed with the SEC on April 17, 2019.

(***) Based on 16,640,446 Ordinary Shares outstanding as of April 17, 2019 (as reported by Tel Aviv Stock Exchange on its website).

Item 1.        (a)          Name of Issuer:

(b)	Address of Issuer's Principal Executive Offices:

Item 2.        (a)

Name of Person Filing:

1. Itshak Sharon (Tshuva)

2. Delek Group Ltd.

3. The Phoenix Holdings Ltd.

The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. (the “Subsidiaries”).   The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients.  Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.

The Phoenix Holdings Ltd. is a controlled subsidiary of Delek Group Ltd.  The majority of Delek Group Ltd.'s outstanding share capital and voting rights are owned, directly and indirectly, by Itshak Sharon (Tshuva) through private companies wholly-owned by him, and the remainder is held by the public.

(b)

Address of Principal Business Office:

The address of Itshak Sharon (Tshuva) and Delek Group Ltd. is 19 Abba Eban blvd, P.O.B. 2054, Herzliya, 4612001, Israel.

The address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim, 53454, Israel. 

(c)

Citizenship:

1. Itshak Sharon (Tshuva) - Israel

2. Delek Group Ltd. - Israel

3. The Phoenix Holdings Ltd. - Israel

(d)

Title of Class of Securities:

Ordinary Shares, par value NIS 0.04 per share

(e)

CUSIP Number:

10501L106

Item 3.

Not applicable.

Item 4.

Ownership:

(a)

Amount beneficially owned:

See row 9 of cover page of each reporting person.

Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group.  In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement, and each of Filing Persons and Subsidiaries disclaims beneficial ownership of any such Ordinary Shares.

As of April 17, 2019, the securities reported herein were held as follows:

(1) All ownership rights in this partnership belong to companies that are part of Phoenix Group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.

(2) The amount of shares includes 500,000 Ordinary Shares held in 250,000 of the issuer's ADSs. Each ADS represents two Ordinary Shares of the Issuer, per the Issuer's Rule 424(b)(4) prospectus filed with the SEC on April 17, 2019.

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:

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:

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.

May 6, 2019

 

 

 

* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 2 to this Schedule 13G.

** Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 3 to this Schedule 13G.

 

 

EXHIBIT NO.          DESCRIPTION

Exhibit 1

Agreement of Joint Filing by and among the Reporting Persons, dated as of May 6, 2019.

Exhibit 2

Notice of resolution of the Board of Directors of Delek Group Ltd., dated as of February 7, 2018.

 

Exhibit 3

Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of January 30, 2018.

 

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JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Ordinary Shares of Brainsway Ltd.  Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto. This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

May 6, 2019

 

Itshak Sharon (Tshuva) /s/ Itshak Sharon (Tshuva) By: Itshak Sharon (Tshuva)

Delek Group Ltd.   /s/ Leora Pratt Levin By: Leora Pratt Levin* Title: V.P. Legal Affairs

/s/ Gabi Last By: Gabi Last* Title: Chairman

The Phoenix Holdings Ltd.   /s/ Eli Schwartz By: Eli Schwartz** Title: Chief Financial Officer

/s/ Menachem Neeman By: Menachem Neeman** Title: Chief Legal Counsel and Corporate Secretary

 

* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 2 to this Schedule 13G.

** Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 3 to this Schedule 13G.

 

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Delek Group Ltd

7.2.2018

To whom it may concern

Re: Delek Group Ltd, 520044322 (hereinafter: "The Company")

I, the undersigned Meital Avital Ratzon, an Advocate and a member of the Legal Department of the Company, hereby certify that:

***, Mr. Gabi Last, Mrs. Leora Pratt Levin, *** and ***, are elected signatories of the Company, and any 2 (two) of these individuals on and above the Company’s seal or printed name bind the Company for any purpose.

Name: Meital Avital Ratzon

Position: Advocate

Date: 7.2.2018

Signature: /s/ Meital Avital

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[Unofficial Translation]

 

January 30, 2018

 

 

In accordance with a resolution of the Board of Directors, the powers of signature in the Company as of January 30, 2018 are as follows:

 

 

1.

The signature of the Chairman of the Board of Directors and the General Manager of the Company together, or the signature of one of them with the  addition of a director from Group A, shall bind the Company in any matter for an unlimited amount.

 

2.

The signatures of two directors from Group A (who are not a director and his subordinate, and excluding directors who are the subordinates of the General Manager of the Company) shall bind the Company in any matter up to a sum of NIS 400,000,000.

 

3.

***

 

4.

***

 

 

5.

***

 

6.

***

 

7.

***

 

 

I hereby certify that the aforesaid resolutions of the Board of Directors were duly adopted and are binding on the Company for all intents and purposes.

Mor Albojm Goldberg, Advocate

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