Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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SHL TELEMEDICINE LTD (Name of Issuer) |
American Depositary Shares, each representing one ordinary share, par value NIS 0.01 per share (Title of Class of Securities) |
78423T200 (CUSIP Number) |
David Arnon Chief Executive Officer, 94 Yigal Alon Street Tel Aviv, L3, 6789155 972-3-5612212 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/02/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 78423T200 |
| 1 |
Name of reporting person
Danbar Finance Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,165,620.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 78423T200 |
| 1 |
Name of reporting person
Miri Wulkan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,656,148.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 78423T200 |
| 1 |
Name of reporting person
Nir Rotenberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,341,182.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
American Depositary Shares, each representing one ordinary share, par value NIS 0.01 per share |
| (b) | Name of Issuer:
SHL TELEMEDICINE LTD |
| (c) | Address of Issuer's Principal Executive Offices:
94 Yigal Alon Street, Tel Aviv,
ISRAEL
, 6789155. |
| Item 2. | Identity and Background |
| (a) | Danbar Finance Ltd. ("Danbar"), a company organized under the laws of the State of Israel. Miri Wulkan, a citizen of the State of Israel. Ms. Wulkan is a director and a shareholder of Danbar. Nir Rotenberg, a citizen of the State of Israel. Mr. Rotenberg is a director and a shareholder of Danbar. Matan Wulkan, who was previously reported as a reporting person, is no longer a shareholder or director of Danbar. Mr. Wulkan does not have, and no longer shares, any voting power or dispositive power over any Ordinary Shares of the Issuer, including the Ordinary Shares held by Miri Wulkan. Mr. Wulkan is not a member of the reporting group and is no longer a reporting person for purposes of Section 13(d) of the Exchange Act. |
| (b) | This item is not being amended by this Schedule 13D/A. |
| (c) | The principal occupation of Danbar is to make investments in entities. The principal occupation of Ms. Wulkan is that of a retired individual. The principal occupation of Mr. Rotenberg is an economist. |
| (d) | None of the Reporting Persons has, during the past five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the past five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. |
| (f) | This item is not being amended by this Schedule 13D/A. |
| Item 3. | Source and Amount of Funds or Other Consideration |
This item is not being amended by this Schedule 13D/A. | |
| Item 4. | Purpose of Transaction |
This item is not being amended by this Schedule 13D/A. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Reporting Person Number of Ordinary Shares Percentage of Class(1) Danbar Finance Ltd. 3,165,620 8.5% Miri Wulkan 3,656,148 9.9% Nir Rotenberg 3,341,182 9.0% |
| (b) | The percentage of class is based on 37,059,946 Ordinary Shares outstanding as of December 3, 2025 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on December 3, 2025). Miri Wulkan and Nir Rotenberg are shareholders of Danbar Finance Ltd. ("Danbar"). Ms. Wulkan and Mr. Rotenberg are the sole directors of Danbar. Danbar, Ms. Wulkan and Mr. Rotenberg are collectively referred to herein as the "Reporting Persons". Danbar is deemed to beneficially own 3,165,620 Ordinary Shares held by it directly. Ms. Wulkan is deemed to beneficially own 3,656,148 Ordinary Shares, consisting of: (i) 490,528 Ordinary Shares held directly, and (ii) 3,165,620 Ordinary Shares held by Danbar, over which Ms. Wulkan shares voting and dispositive power with Mr. Rotenberg. Mr. Rotenberg is deemed to beneficially own 3,341,182 Ordinary Shares, consisting of: (i) 175,562 Ordinary Shares held directly, and (ii) 3,165,620 Ordinary Shares held by Danbar, over which Mr. Rotenberg shares voting and dispositive power with Ms. Wulkan. |
| (c) | Reporting Person Trade Date Number of Avg. Price Per Ordinary Shares Ordinary Share(1) Danbar Finance Ltd. December 2, 2025 2,374,215 CHF 0.60 Miri Wulkan December 2, 2025 367,896 CHF 0.60 Nir Rotenberg December 2, 2025 81,000 CHF 0.60 Nir Rotenberg December 4, 2025 67,562 CHF 0.78 (1) The price reported is the weighted average price in Swiss franc ("CHF") as of the relevant trade date. The Reporting Persons undertake to provide, upon request by the staff of the SEC, full information regarding the number of Ordinary Shares purchased at each separate price within the ranges set forth in this footnote. |
| (d) | This item is not being amended by this Schedule 13D/A. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
This item is not being amended by this Schedule 13D/A. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 Joint Filing Agreement, dated as of December 15, 2025, by and between the Reporting Persons. |
| 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.
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