zk1313823.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.   )*

Sapiens International Corporation N.V.
(Name of Issuer)

Common Shares, par value € 0.01 per share
 (Title of Class of Securities)

N7716A102
 (CUSIP Number)
 
October 1, 2013
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)

 
x
 Rule 13d-1(c)
 
 
o
 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. N7716A102
13G
Page 2 of 11 Pages
1
NAME OF REPORTING PERSONS
 
Dov Yelin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (See instructions)
(a) o
(b) o
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
 
---
6
SHARED VOTING POWER
 
2,209,748 (*)
7
SOLE DISPOSITIVE POWER
 
---
8
SHARED DISPOSITIVE POWER
 
2,209,748 (*)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,209,748 (*)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.65% (*) (**)
12
TYPE OF REPORTING PERSON   (See instructions)
 
IN

(*) The securities reported herein are beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd. (the “Subsidiary”), a wholly-owned subsidiary of Yelin Lapidot Holdings Management Ltd. ("Yelin Lapidot Holdings").  Messrs. Yelin and Lapidot each own 24.38% of the share capital and 25% of the voting rights of Yelin Lapidot Holdings, and are responsible for the day-to-day management of Yelin Lapidot Holdings.  The Subsidiary operates under independent management and makes its own independent voting and investment decisions.  Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the members of the mutual funds.  This Statement shall not be construed as an admission by Messrs. Yelin and Lapidot, Yelin Lapidot Holdings or the Subsidiary that he or it is the beneficial owner of any of the securities covered by this Statement, and each of Messrs. Yelin and Lapidot, Yelin Lapidot Holdings, and the Subsidiary disclaims beneficial ownership of any such securities.

(**) Based on 39,083,000 common shares outstanding as of October 1, 2013 (as reported on Bloomberg LP).
 
 
2
 

 
CUSIP No. N7716A102
13G
Page 3 of 11 Pages
1
NAME OF REPORTING PERSONS
 
Yair Lapidot
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (See instructions)
(a) o
(b) o
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
 
---
6
SHARED VOTING POWER
 
2,209,748 (*)
7
SOLE DISPOSITIVE POWER
 
---
8
SHARED DISPOSITIVE POWER
 
2,209,748 (*)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,209,748 (*)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.65% (*) (**)
12
TYPE OF REPORTING PERSON   (See instructions)
 
IN

(*) The securities reported herein are beneficially owned by mutual funds managed by the Subsidiary, a wholly-owned subsidiary of Yelin Lapidot Holdings.  Messrs. Yelin and Lapidot each own 24.38% of the share capital and 25% of the voting rights of Yelin Lapidot Holdings, and are responsible for the day-to-day management of Yelin Lapidot Holdings.  The Subsidiary operates under independent management and makes its own independent voting and investment decisions.  Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the members of the mutual funds.  This Statement shall not be construed as an admission by Messrs. Yelin and Lapidot, Yelin Lapidot Holdings or the Subsidiary that he or it is the beneficial owner of any of the securities covered by this Statement, and each of Messrs. Yelin and Lapidot, Yelin Lapidot Holdings, and the Subsidiary disclaims beneficial ownership of any such securities.

(**) Based on 39,083,000 common shares outstanding as of October 1, 2013 (as reported on Bloomberg LP).
 
 
3
 
 
CUSIP No. N7716A102
13G
Page 4 of 11 Pages
1
NAME OF REPORTING PERSONS
 
Yelin Lapidot Holdings Management Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (See instructions)
(a) o
(b) o
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
 
---
6
SHARED VOTING POWER
 
2,209,748 (*)
7
SOLE DISPOSITIVE POWER
 
---
8
SHARED DISPOSITIVE POWER
 
2,209,748 (*)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,209,748 (*)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.65% (*) (**)
12
TYPE OF REPORTING PERSON   (See instructions)
 
IN
 
(*) The securities reported herein are beneficially owned by mutual funds managed by the Subsidiary, a wholly-owned subsidiary of Yelin Lapidot Holdings.  Messrs. Yelin and Lapidot each own 24.38% of the share capital and 25% of the voting rights of Yelin Lapidot Holdings, and are responsible for the day-to-day management of Yelin Lapidot Holdings.  The Subsidiary operates under independent management and makes its own independent voting and investment decisions.  Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the members of the mutual funds.  This Statement shall not be construed as an admission by Messrs. Yelin and Lapidot, Yelin Lapidot Holdings or the Subsidiary that he or it is the beneficial owner of any of the securities covered by this Statement, and each of Messrs. Yelin and Lapidot, Yelin Lapidot Holdings, and the Subsidiary disclaims beneficial ownership of any such securities.
 
(**) Based on 39,083,000 common shares outstanding as of October 1, 2013 (as reported on Bloomberg LP).
 
 
4
 
 
CUSIP No. N7716A102
13G
Page 5 of 11 Pages
1
NAME OF REPORTING PERSONS
 
Yelin Lapidot Mutual Funds Management Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (See instructions)
(a) o
(b) o
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
 
---
6
SHARED VOTING POWER
 
2,209,748 (*)
7
SOLE DISPOSITIVE POWER
 
---
8
SHARED DISPOSITIVE POWER
 
2,209,748 (*)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,209,748 (*)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.65% (*) (**)
12
TYPE OF REPORTING PERSON   (See instructions)
 
IN
 
(*) The securities reported herein are beneficially owned by mutual funds managed by the Subsidiary, a wholly-owned subsidiary of Yelin Lapidot Holdings.  Messrs. Yelin and Lapidot each own 24.38% of the share capital and 25% of the voting rights of Yelin Lapidot Holdings, and are responsible for the day-to-day management of Yelin Lapidot Holdings.  The Subsidiary operates under independent management and makes its own independent voting and investment decisions.  Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the members of the mutual funds.  This Statement shall not be construed as an admission by Messrs. Yelin and Lapidot, Yelin Lapidot Holdings or the Subsidiary that he or it is the beneficial owner of any of the securities covered by this Statement, and each of Messrs. Yelin and Lapidot, Yelin Lapidot Holdings, and the Subsidiary disclaims beneficial ownership of any such securities.

(**) Based on 39,083,000 common shares outstanding as of October 1, 2013 (as reported on Bloomberg LP).
 
 
5
 

 
Item 1. (a)
Name of Issuer:

Sapiens International Corporation N.V.

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

Landhuis Joonchi, Kaya Richard J. Beaujon z/n, P.O. Box 837, Curaçao

Item 2. (a)
Name of Person Filing:

Dov Yelin

Yair Lapidot

Yelin Lapidot Holdings Management Ltd.
 
Yelin Lapidot Mutual Funds Management Ltd.

The securities reported herein are beneficially owned as follows:

 
·
2,209,748 common shares (representing 5.64% of the total common shares outstanding) beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd.
 
The Subsidiary is a wholly-owned subsidiary of Yelin Lapidot Holdings Management Ltd.

 
(b)
Address of Principal Business Office:

Dov Yelin – 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel

Yair Lapidot – 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel

Yelin Lapidot Holdings Management Ltd. – 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
 
Yelin Lapidot Mutual Funds Management Ltd. – 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
 
 
(c)
Citizenship or Place of Incorporation:

Dov Yelin – Israel

Yair Lapidot – Israel

Yelin Lapidot Holdings Management Ltd. – Israel
 
Yelin Lapidot Mutual Funds Management Ltd. – Israel
 
 
6
 

 
 
(d)
Title of Class of Securities:

Common Shares, par value € 0.01 per share
 
 
(e)
CUSIP Number:

N7716A102

Item 3.
N.A.

Item 4.
Ownership:

 
(a)
Amount beneficially owned:

See row 9 of cover page of each reporting person.

The Subsidiary operates under independent management and makes its own independent voting and investment decisions.  Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the members of the mutual funds.  This Statement shall not be construed as an admission by Messrs. Yelin and Lapidot, Yelin Lapidot Holdings or the Subsidiary that he or it is the beneficial owner of any of the securities covered by this Statement, and each of Messrs. Yelin and Lapidot, Yelin Lapidot Holdings, and the Subsidiary disclaims beneficial ownership of any such securities.

 
(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
 
 
7
 
 
Item 5.
Ownership of Five Percent or Less of a Class:
 
 
N.A.

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

N.A.

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

N.A.

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

N.A.

Item 9.
Notice of Dissolution of Group:

N.A.
 
 
8
 

 
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.
 
 
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.
 
November 7, 2013
 
   
Dov Yelin
 
/s/ Dov Yelin
By: Dov Yelin
 
   
Yair Lapidot
 
/s/ Yair Lapidot
By: Yair Lapidot
 
   
Yelin Lapidot Holdings Management Ltd.
 
/s/ Dov Yelin
By: Dov Yelin
Title: Joint Chief Executive Officer
   
 
Yelin Lapidot Mutual Funds Management Ltd.
 
/s/ Or Keren
By: Or Keren
Title: Joint Chief Executive Officer

 
10
 

EXHIBIT NO.
DESCRIPTION

Exhibit 1
Joint Filing Agreement.
 
11