SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16*)
Sapiens International Corporation N.V.
(Name of Issuer)
Common Shares, € 0.01 par value
(Title of Class of Securities)
N7716A102
(CUSIP Number)
Guy Bernstein
Formula Systems (1985) Ltd.
5 Haplada St.
Or-Yehuda 60218, Israel
972-3-5389487
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August [25], 2011
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.
* 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).
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CUSIP NO. N7716A102
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1.
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NAMES OF REPORTING PERSONS
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Formula Systems (1985) Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a)
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(b)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (See Instructions)
WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
16,752,412
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
16,752,412
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,752,412
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
42.3%
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14.
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TYPE OF REPORTING PERSON (See Instructions)
CO
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Item 1. Security and Issuer.
This statement relates to common shares, par value € 0.01 (“Common Shares”) of Sapiens International Corporation N.V. (“Sapiens”).
The issuer is a Curaçao company, whose principal executive offices are located at Landhuis Joonchi; Kaya Richard J. Beaujon z/n; P.O. Box 837 Willemstad, Curaçao.
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Item 2: Identity and Background
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The name of the reporting corporation is Formula Systems (1985) Ltd. (“Formula”), which is organized under the laws of Israel.
Formula’s principal business is holding and managing interests in companies that provide global IT solutions and services.
Formula’s principal office is located at 5 Haplada St., Or-Yehuda, 60218, Israel
There are no criminal convictions or civil judgments or injunctions to report under Item 2(d) or (e) of Schedule 13D.
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Item 3: Source or Amount of Funds or Other Consideration
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Between August 19, 2011 through August 25, 2011, Formula purchased 61,962 Common Shares in private transactions for an aggregate purchase price of $255,352. The source of such funds was Formula’s working capital.
Item 4: Purpose of Transaction
Formula has acquired securities of Sapiens for long term investment purposes.
Formula may from time to time acquire additional Common Shares in the public market or in privately negotiated transactions.
Formula does not have any current plans to dispose of the securities of the issuer or to effect any other transaction described in Items 4(b) through (j) of Schedule 13D.
On August 22, 2011, Sapiens issued 17,500,000 Common Shares as consideration for its acquisition of FIS Software Ltd. and IDIT I.D.I. Technologies Ltd. As a result, Formula’s percentage interest in Sapiens decreased from 75.6% to 42.3%.
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Item 5: Interest in Securities of the Issuer
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(a), (b) Formula is the beneficial owner of and has sole voting and dispositive power with respect to 16,752,412 Common Shares out of total outstanding Common Shares of 39,572,194 which represents 42.3% of the outstanding shares of Sapiens.
(c) Since the filing of Amendment No. 15 to Schedule 13D on August 18, 2011, Formula purchased Common Shares in the following transactions:
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Date
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Number of Shares
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Price per Share
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Nature of Transaction
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August 22, 2011
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61,962
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4.12
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off-market purchase
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Item 6: Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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None.
Item 7: Material to Be Filed as Exhibits
None.
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: August 25, 2011
FORMULA SYSTEMS (1985) LTD.
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By: /s/ Guy Bernstein
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Name: Guy Bernstein
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Title: Chief Executive Officer