zk1110678.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
Sapiens International Corporation N.V.
(Name of Issuer)
 
Common Shares, Par Value €0.01 Per Share
(Title of Class of Securities)
 
N7716A102
(CUSIP Number)
 
Amit Ben-Yehuda
Kardan Technologies Ltd.
154 Menachem Begin Street
Tel Aviv 64921, Israel
Tel: (972)(3) 608-3444
Fax: (972)(3) 608-3434
 
Anat Treibatch
Formula Vision Technologies (F.V.T.) Ltd.
1 Hashikma Street
Savyon 56530, Israel
 Tel: (972)(3) 734-3100
Fax: (972)(3) 736-7770
 
 
with a copy to:
 
Tuvia J. Geffen, Adv.
Naschitz, Brandes & Co.
5 Tuval Street
Tel-Aviv 67897, Israel
Tel: (972)(3) 623-5000
Fax: (972)(3) 623-5005
  
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
November 14, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o .
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
 
 
 
 
 
*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.
 
 
 
 
 
CUSIP No. N7716A102
  
Page 3 of 13 Pages

1
NAME OF REPORTING PERSONS.
 
Formula Vision Portfolio Holdings Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
 (a) o
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
N/A
8
SHARED VOTING POWER 
 
7,536,243
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
7,536,243
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
7,536,243
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
19.04%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
PN
 
*           The calculations are based on a total of 39,587,694 Common Shares outstanding.
 
 
 
 
 
CUSIP No. N7716A102
  
Page 4 of 13 Pages
 
1
NAME OF REPORTING PERSONS.
 
Formula Vision Holdings Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
 (a) o
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
N/A
8
SHARED VOTING POWER 
 
7,536,243
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
7,536,243
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
7,536,243
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
19.04%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
*           The calculations are based on a total of 39,587,694 Common Shares outstanding.
 
 
 
 
 
CUSIP No. N7716A102
  
Page 5 of 13 Pages

1
NAME OF REPORTING PERSONS.
 
Kardan Technologies Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
 (a) o
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
N/A
8
SHARED VOTING POWER 
 
7,536,243
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
7,536,243
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
7,536,243
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
19.04%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
*           The calculations are based on a total of 39,587,694 Common Shares outstanding.
 
 
 
 
 
CUSIP No. N7716A102
  
Page 6 of 13 Pages

1
NAME OF REPORTING PERSONS.
 
Kardan Israel Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
 (a) o
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
N/A
8
SHARED VOTING POWER 
 
7,536,243
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
7,536,243
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
7,536,243
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
19.04%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
*           The calculations are based on a total of 39,587,694 Common Shares outstanding.
 
 
 
 
 
CUSIP No. N7716A102
  
Page 7 of 13 Pages

1
NAME OF REPORTING PERSONS.
 
Kardan Yazamut (2011) Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
 (a) o
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
N/A
8
SHARED VOTING POWER 
 
7,536,243
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
7,536,243
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
7,536,243
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
19.04%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
*           The calculations are based on a total of 39,587,694 Common Shares outstanding.
 
 
 
 
 
CUSIP No. N7716A102
  
Page 8 of 13 Pages

1
NAME OF REPORTING PERSONS.
 
Formula Vision Technologies (F.V.T.) Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
 (a) o
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
N/A
8
SHARED VOTING POWER 
 
7,746,452
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
7,746,452
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
7,746,452
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
19.57%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
CO
 
*           The calculations are based on a total of 39,587,694 Common Shares outstanding.
 
 
 
 
 
CUSIP No. N7716A102
  
Page 9 of 13 Pages

1
NAME OF REPORTING PERSONS.
 
Dan Goldstein
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
 (a) o
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS) 
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
N/A
8
SHARED VOTING POWER 
 
7,746,452
9
SOLE DISPOSITIVE POWER 
 
N/A
10
SHARED DISPOSITIVE POWER 
 
7,746,452
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
7,746,452
12
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
 
19.57%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
 
IN
 
*           The calculations are based on a total of 39,587,694 Common Shares outstanding.
 
 
 
 
 
The undersigned, Formula Vision Portfolio Holdings Limited Partnership ("Formula Vision LP"), Formula Vision Holdings Ltd. ("Formula Vision GP"), Kardan Technologies Ltd. ("Kardan Technologies"), Kardan Israel Ltd. ("Kardan Israel"), Kardan Yazamut (2011) Ltd. ("Kardan Yazamut"), Formula Vision Technologies (F.V.T.) Ltd. ("FVT"), and Dan Goldstein (together, the "Reporting Persons") hereby file this Amendment No. 3 to Schedule 13D (the "Amendment"), which amends the Schedule 13D filed by the Reporting Persons on July 29, 2011, Amendment No. 1 to Schedule 13D filed by the Reporting Persons on August 25, 2011 and Amendment No. 2 to Schedule 13D filed by the Reporting Persons on October 11, 2011, with respect to the Common Shares, par value €0.01 per share (the "Common Shares"), of Sapiens International Corporation N.V., a Curaçao company ("Sapiens").  The Amendment amends and supplements Items 4, 5 and 6 of the Schedule 13D, as amended.

Item 4.                  Purpose of Transaction
 
On September 27, 2011, FVT and Formula Systems (1985) Ltd. ("Formula Systems") entered into a Share Purchase Agreement ("Purchase Agreement") pursuant to which FVT agreed to sell to Formula Systems up to 1,891,885 Common Shares for a purchase price of $4.00 per Common Share, or an aggregate purchase price of $7,567,540.  Pursuant to the Purchase Agreement, Formula Systems is required to purchase the Common Shares at any time or from time to time during a period of 30 days after the date of the Purchase Agreement when it has available funds to pay for the purchase of the Common Shares, which period may be extended for an additional 30 days by written notice of FVT or Formula Systems.
 
Pursuant to the Purchase Agreement, (i) on September 28, 2011, Formula Systems purchased 500,000 Common Shares from FVT for an aggregate purchase price of $2,000,000, (ii) on October 6, 2011, Formula Systems purchased 388,000 Common Shares from FVT for an aggregate purchase price of $1,552,000, and (iii) on November 14, 2011, Formula Systems purchased the remainder 1,003,885 Common Shares from FVT for an aggregate purchase price of $4,015,540. The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement included as Exhibit 13 hereto (filed with Amendment No. 2 on October 11, 2011) and is incorporated herein by reference.
 
The information set forth in Items 3, 5 and 6 is incorporated herein by reference.
 
Each of the Reporting Persons intends to continuously review its investment in Sapiens, and may in the future determine, either alone or as part of a group (i) to acquire additional securities of Sapiens, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of Sapiens owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) – (j) of Item 4 of Schedule 13D.  Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters.  In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, Sapiens's business and prospects, other developments concerning Sapiens and its businesses generally, other business opportunities available to the Reporting Persons, developments with respect to the business of the Reporting Persons, changes in law and government regulations, general economic conditions and money and stock market conditions, including the market price of the securities of Sapiens.
 
Item 5.                  Interest in Securities of the Issuer
 
 
(a) 
The calculations included herein are based on a total of 39,587,694 Common Shares outstanding.
 
As of November 14, 2011, FVT directly beneficially owns 210,209 Common Shares, representing approximately 0.53% of the outstanding Common Shares.  FVT is the limited partner of Formula Vision LP and owns 51% of the shares of Formula Vision GP.  In addition, by reason of its ability to influence the control of Formula Vision LP and Formula Vision GP, FVT may be deemed to indirectly beneficially own, and share the power to vote and dispose of, 7,536,243 Common Shares directly beneficially owned by Formula Vision LP, representing approximately 19.04% of the outstanding Common Shares.  FVT Technologies disclaims beneficial ownership of the Common Shares owned by the other Reporting Persons other than the 7,536,243 Common Shares directly beneficially owned by Formula Vision LP.
 
 
Page 10 of 13 Pages
 
 
Dan Goldstein does not directly beneficially own any Common Shares.  Mr. Goldstein owns 55.14% of the shares of FVT.  By reason of his ability to influence the control of FVT, Mr. Goldstein may be deemed to indirectly beneficially own, and share the power to vote and dispose of, (i) 210,209 Common Shares directly beneficially owned by FVT, representing approximately 0.53% of the outstanding Common Shares and (ii) 7,536,243 Common Shares directly beneficially owned by Formula Vision LP, representing approximately 19.04% of the outstanding Common Shares. FVT disclaims beneficial ownership of the Common Shares owned by the other Reporting Persons other than the 210,209 Common Shares directly beneficially owned by FVT and the 7,536,243 Common Shares directly beneficially owned by Formula Vision LP.
 
The filing of this Schedule 13D shall not be construed as an admission by any of the Reporting Persons that they are, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of Common Shares owned by any of the other Reporting Persons.
 
 
(c) 
Except as previously described in Item 4 above, no transactions in the Common Shares have been effected by the Reporting Persons during the past 60 days.
 
 
(d) 
None
 
 
(e) 
N/A
 
Item 6.                  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
The information set forth in Items 3, 4 and 5 is incorporated herein by reference.
 
Pursuant to the Purchase Agreement, dated September 27, 2011, by and between FVT and Formula Systems, FVT agreed to sell to Formula Systems up to 1,891,885 Common Shares for a purchase price of $4.00 per Common Share, or an aggregate purchase price of $7,567,540.  Pursuant to the Purchase Agreement, Formula Systems is required to purchase the Common Shares at any time or from time to time during a period of 30 days after the date of the Purchase Agreement when it has available funds to pay for the purchase of the Common Shares, which period may be extended for an additional 30 days by written notice of FVT or Formula Systems.
 
Pursuant to the Purchase Agreement, (i) on September 28, 2011, Formula Systems purchased 500,000 Common Shares from FVT for an aggregate purchase price of $2,000,000, (ii) on October 6, 2011, Formula Systems purchased 388,000 Common Shares from FVT for an aggregate purchase price of $1,552,000, and (iii) on November 14, 2011, Formula Systems purchased the remainder 1,003,885 Common Shares from FVT for an aggregate purchase price of $4,015,540. The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement included as Exhibit 13 hereto (filed with Amendment No. 2 on October 11, 2011) and is incorporated herein by reference.
 
 
Page 11 of 13 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.
 
Dated:  November 21, 2011
Formula Vision Portfolio Holdings Limited Partnership
         
  By:   Formula Vision Holdings Ltd., its general partner
         
    By:
/s/ Ronnen Yitzhak
  
     
Name: Ronnen Yitzhak
  
     
Title: Director
  
         
    By:
/s/ Amit Ben-Yehuda
  
     
Name: Amit Ben-Yehuda
  
     
Title: Director
  
 
 
Formula Vision Holdings Ltd.
  
       
 
By:
/s/ Ronnen Yitzhak
  
   
Name: Ronnen Yitzhak
  
   
Title: Director
  
       
 
By:
 /s/ Amit Ben-Yehuda  
   
Name: Amit Ben-Yehuda
  
   
Title: Director
  
       
 
Kardan Technologies Ltd.
  
 
 
    
 
By:
/s/ Yosef Grunfeld
  
    Yosef Grunfeld  
    Director  
       
 
By:
/s/ Amit Ben-Yehuda
  
   
Name: Amit Ben-Yehuda
  
    Title: Chief Executive Officer  
 
 
Page 12 of 13 Pages
 
 
 
Kardan Israel Ltd.
  
       
 
By:
/s/ Yosef Grunfeld
  
   
Yosef Grunfeld
  
   
Chairman of the Board
  
 
 
By:
/s/ Asher Elmoznino
  
   
Asher Elmoznino
  
   
CFO
  
     
 
Kardan Yazamut (2011) Ltd.
  
       
  By: /s/ Yosef Grunfeld  
   
Yosef Grunfeld
  
   
Chairman of the Board
  
       
  By:
/s/ Asher Elmoznino
  
   
Asher Elmoznino
  
   
CFO
  
       
 
Formula Vision Technologies (F.V.T.) Ltd.
  
 
 
    
  By: /s/ Ronnen Yitzhak  
   
Name: Ronnen Yitzhak
  
   
Title: Director
  
       
 
By:
/s/ Anat Treibatch
  
   
Name: Anat Treibatch
  
   
Title: CFO
  
       
 
/s/ Dan Goldstein
  
 
Dan Goldstein
  
 
Page 13 of 13 Pages