zk1618050.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
NOVA MEASURING INSTRUMENTS LTD.
(Name of Issuer)
 
Ordinary Shares, NIS 0.01 par value
(Title of Class of Securities)
 
 
M7516K103
  
(CUSIP Number)
 
December 31, 2015
(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)
 
x 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
 
1.
Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
Clal Insurance Enterprises Holdings Ltd.
2.
Check the Appropriate Box if a Member of a Group
(a)  o
(b)  o
3.
SEC Use only
 
 
4.
Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
2,040,835 Ordinary Shares *
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
 2,040,835 Ordinary Shares *
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,040,835 Ordinary Shares *
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o
11.
Percent of Class Represented by Amount in Row (9)
 
7.5%**
12.
Type of Reporting Person:
 
CO

 *See Item 4.
 
** Based on 27,274,899 Ordinary Shares outstanding as of March 23, 2015 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission (the "SEC") on March 30, 2015).
 
Page 2 of 6 Pages
 
 
CUSIP NO. M7516K103
 
1.
Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
IDB Development Corporation Ltd.
2.
Check the Appropriate Box if a Member of a Group
(a)  o
(b)  o
3.
SEC Use only
 
 
4.
Place of Organization
 
Israel
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
2,041,065 Ordinary Shares*
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
2,041,065 Ordinary Shares*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,041,065 Ordinary Shares*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
x*
11.
Percent of Class Represented by Amount in Row (9)
 
7.5%**
12.
Type of Reporting Person:
 
CO
 
*See Item 4. The  2,041,065  Ordinary Shares include 230 Ordinary Shares held directly by Bayside Land Corporation Ltd., an Israeli public corporation and a majority owned subsidiary of Property and Building Corporation Ltd., which is an Israeli public corporation and a majority owned subsidiary of Discount Investment Corporation Ltd., an Israeli public corporation and a majority owned subsidiary of IDB Development (the "Bayside Shares"). The  2,041,065 Ordinary Shares exclude 133,789 Ordinary Shares, all of which are held for members of the public through, among others, portfolio management and/or mutual funds, which are managed by Epsilon Investment House Ltd. and/or Epsilon Mutual Funds Management (1991) Ltd, each an indirect subsidiary of IDB Development Corporation Ltd. (the “Epsilon Shares”).
 
** Based on 27,274,899 Ordinary Shares outstanding as of March 23, 2015 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the the SEC on March 30, 2015).
 
 
Page 3 of 6 Pages
 
 
Item 1.
 
(a)
Name of Issuer: NOVA MEASURING INSTRUMENTS LTD. (the "Issuer").
 
(b)
Address of Issuer’s Principal Executive Offices:
 
Building 22 Weizmann Science Park, Rehovot, P.O.B 266, Israel
 
Item 2.
 
While IDB Development is included as a Reporting Person herein, IDB Development disclaims beneficial ownership of the Ordinary Shares reported by Clal herein, primarily as a result of the following: On August 21, 2013, the Israeli Supervisor of Capital Markets, Insurance and Savings (the "Supervisor of Insurance") appointed Mr. Moshe Terry (the "Trustee") to hold, as trustee, IDB Development's means of control in Clal (i.e., most of the shares that IDB Development holds in Clal). Moreover, the Supervisor of Insurance has not issued a control permit to IDB Development and its controlling shareholders, with respect to IDB Development's holdings in Clal and instructed IDB Development to sell its controlling stake in Clal within a set timetable.
 
(a)           Name of Person Filing:

This Statement is filed by:

(1) Clal Insurance Enterprises Holdings Ltd.
(2) IDB Development Corporation Ltd.

 
The foregoing entities are collectively referred to as the "Reporting Persons" in this Statement.
 
(1)           Clal Insurance Enterprises Holdings Ltd., an Israeli public corporation ("Clal") may be deemed to beneficially own the Ordinary Shares reported in this Statement (the "Issuer Shares").  See Item 4.
 
(2)            The majority of outstanding shares of Clal are held by the Trustee for IDB Development Corporation Ltd., an Israeli public corporation ("IDB Development"). See the note in the beginning of this Item 2.
 
(b)
Address of Principal Business Offices or, if none, Residence:

Clal Insurance Enterprises Holdings Ltd.  – 36 Raul Walenberg St., Tel Aviv 66180, Israel

IDB Development Corporation Ltd.  -  The Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 67023, Israel
 
(c)
Citizenship:
 
 
Citizenship or place of organization of all Reporting Persons, as the case may be, is Israel.
 
(d)
Title of Class of Securities:
 
 
Ordinary Shares, NIS 0.01 par value (the "Ordinary Shares").
 
(e)
CUSIP Number:
 
M7516K103
 
 
Page 4 of 6 Pages
 
 
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:
 
 
Not applicable.
 
Item 4.
Ownership
 
All of the 2,040,835 Ordinary Shares reported in this Statement as beneficially owned by Clal are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions. Consequently, this Statement shall not be construed as an admission by the Reporting Persons that they are the beneficial owners of any of the Ordinary Shares covered by this Statement (other than, solely with respect to IDB Development, IDB Development's ownership of the Bayside Shares). The 2,040,835 Ordinary Shares exclude the Epsilon Shares.
 
Except as set forth above, see items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which are incorporated herein.
 
Item 5.
Ownership of 5 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 5 percent of the class of securities, check the following o.
 
Item 6.
Ownership of More than 5 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. 
Certifications
 
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.
 
 
Page 5 of 6 Pages
 
 
SIGNATURES
 
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 16, 2016
 
  CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
IDB DEVELOPMENT CORPORATION LTD.
  
     
 
BY: CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
  
     
 
BY: /s/ Ronit Zalman Malach    /s/ Moshe  Ernst
 
  
 
Ronit Zalman Malach and Moshe Ernst, authorized signatories of CLAL INSURANCE ENTERPRISES HOLDINGS LTD., for itself and on behalf of IDB Development Corporation Ltd., pursuant to an agreement annexed as Exhibit 1 to the Schedule 13G filed on October 23, 2012.
  
 
Page 6 of 6 Pages