Sec Form 4 Filing - Naphtha Holding, LTD @ ISRAMCO INC - 2019-10-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Naphtha Holding, LTD 2. Issuer Name and Ticker or Trading Symbol ISRAMCO INC [ ISRL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8 GRANIT ST, P O BOX 10188 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2019 (Street) PETACH-TIKVA, L349002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/25/2019 J 770,865 ( 1 ) A 2,693,382 ( 2 ) I Acquired by company under common control see note below ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Naphtha Holding, LTD 8 GRANIT ST P O BOX 10188 PETACH-TIKVA, L349002 X Signatures /s/ Eran Saar, Chief Executive Officer, on behalf of Naphtha Holding, LTD. 10/29/2019 Signature of Reporting Person Date /s/ Noa Lendner, General Counsel, on behalf of Naphtha Holding, LTD. 10/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 25, 2019, pursuant to the Agreement and Plan of Merger dated as of May 20, 2019 (the "Merger Agreement"), by and among Isramco, Inc. (the "Company"), Naphtha Israel Petroleum Corporation Ltd. ("Naphtha"), Naphtha Holding Ltd. ("NHL"), I.O.C. - Israel Oil Company, Ltd. ("IOC"), and Naphtha US Oil, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as an indirect wholly owned subsidiary of Naphtha. Each share of Company common stock ("Common Stock") issued and outstanding prior to the effective time of the Merger ("Effective Time") was converted into the right to receive $121.40 per share ("Merger Consideration"), excluding (a) Common Stock owned by NHL or IOC, (b) treasury stock and (c) dissenting shares. Merger Sub capital stock owned by IOC automatically converted at the Effective Time into 770,865 shares of Common Stock, equal to the number of shares converted into the right to receive Merger Consideration. ( 2 )This report includes securities indirectly and directly held or held under common control with NHL, including (a) 1,592,841 shares of Common Stock held directly by NHL immediately prior to the Effective Time, (b) 329,676 shares of Common Stock held by IOC immediately prior to the Effective Time, and (c) 770,865 shares of Common Stock issued to IOC pursuant to the terms of the Merger Agreement (see footnote 1) and thus held indirectly by NHL. ( 3 )Haim Tsuff owns 100% of United Kingsway Ltd., which through YHK General Manager Ltd. ("YHK Manager"), controls various entities, which may be deemed to control the Company. The general partner of YHK Investment LP ("YHK") is YHK Manager. YHK owns of record approximately 36.2% of Equital Ltd. Equital Ltd. owns 100% of J.O.E.L. - Jerusalem Oil Exploration Ltd. ("JOEL"). JOEL owns approximately 64.5% of Naphtha, which holds 100% of NHL and 99.99% of IOC.

Remarks: On October 25, 2019, Merger Sub and the Company consummated the Merger pursuant to the terms of the Merger Agreement. As a result of the Merger, the Common Stock ceased trading on the NASDAQ Capital Market and became eligible for termination of registration under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Company will file with the Securities and Exchange Commission a Certification and Notice of Termination of Registration on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under the Exchange Act and that the reporting obligations of the Company with respect to the Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended. As a result, the reporting person has checked the box to indicate that it will no longer be subject to Section 16 reporting with respect to the Company.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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