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

SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.  )*

Cellcom Israel Ltd.
(Name of Issuer)

Ordinary Shares, par value NIS 0.01 per share
 (Title of Class of Securities)

 M2196U109
(CUSIP Number)

September 6, 2020
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ 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. M2196U109
13G
Page 2 of 8 Pages

1
NAME OF REPORTING PERSONS
 
The Phoenix Holdings Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (See instructions)
(a)   ☐
(b)  ☒
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
 
7,991,865.73 (*)
7
SOLE DISPOSITIVE POWER
 
---
8
SHARED DISPOSITIVE POWER
 
7,991,865.73 (*)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,991,865.73 (*)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
 
 ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.11% (*) (**)
12
TYPE OF REPORTING PERSON   (See instructions)
 
CO

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on 156,459,585 Ordinary Shares outstanding as of September 7, 2020 (as reported on Bloomberg LP).

2

Item 1. (a)
Name of Issuer:

Cellcom Israel Ltd.

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

10 Hagavish Street Netanya L3 42140

Item 2. (a) Name of Person Filing:

The Phoenix Holdings Ltd.

The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. (the “Subsidiaries”).  The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients.  Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.


(b)
Address of Principal Business Office:

The address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim, 53454, Israel. 


(c)
Citizenship:

The Phoenix Holdings Ltd. - Israel


(d)
Title of Class of Securities:

Ordinary Shares, par value NIS 0.01 per share


(e)
CUSIP Number:

M2196U109

Item 3.
Not applicable.

Item 4.
Ownership:


(a)
Amount beneficially owned:

See row 9 of cover page of each reporting person.

Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group.  In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement.

3
As of September 6, 2020, the securities reported herein were held as follows:

   
Ordinary Shares
   
Percentage of total Ordinary Shares outstanding
 
Excellence "nostro" accounts
           
Excellence provident funds
   
--
     
--
 
Excellence trust funds
   
1,271,614.85
     
0.81
%
Excellence ETF's
   
--
     
--
 
The Phoenix "nostro" accounts
   
519,377
     
0.33
%
The Phoenix pension
   
--
     
--
 
Linked insurance policies of Phoenix
   
--
     
--
 
Partnership for Israeli shares (1)
   
5,649,591
     
3.61
%
Partnership for investing in shares indexes (1)
   
551,282.88
     
0.35
%
Partnership for international shares (1)
   
--
     
--
 

(1) All ownership rights in this partnership belong to companies that are part of Phoenix Group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.


(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

Item 5.
Ownership of Five Percent or Less of a Class:

Not applicable.

4
Item 6.
Ownership of More than Five Percent on Behalf of Another:

Not applicable.

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

Not applicable.

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

Not applicable.

Item 9.
Notice of Dissolution of Group:

Not applicable.

5
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.

6
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.

September 14, 2020
 
  The Phoenix Holdings Ltd.  
       

/s/ Eli Schwartz  
  By: 
Eli Schwartz*  
  Title:
Executive Vice President - Chief Financial Officer
 


/s/ Menachem Neeman 		 
  By: Menachem Neeman *  
  Title:
Executive Vice President - Chief Legal Counsel and Corporate Secretary
 

* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 1 to this Schedule 13G.

7

EXHIBIT NO. DESCRIPTION

Exhibit 1

8

Exhibit 1

 [Unofficial Translation]
 
December 12, 2019
 
Powers of Signature in The Phoenix Holdings Ltd.
(hereinafter: the "Company")
 
In accordance with a resolution of the Board of Directors of the Company, the powers of signatures in the Company as of December 12, 2019, are as follows:
 
General Rights of Signature
 

1.
The signature of the Chairman of the Board of Directors (and / or the CEO (Mr. Eyal Ben Simon) of the Company together, or the signature of one of them with the additional signature of an officer  from Group A, shall bind the Company in any matter for an unlimited amount.
 

2.
The signatures of two officers from Group A (that are not subject to one another, apart from the CEO) shall bind the Company in any matter up to a sum of NIS 400,000,000.
 

3.
***
 

4.
***
 
Delegation and Revocation of Powers
 

5.
***
 

6.
***
 

7.
***

Group A
Group B
***
***
***
***
***
 
***
 
Eli Schwartz (Executive Vice President - Chief Financial Officer)
 
Menachem Neeman (Executive Vice President - Chief Legal Officer and Corporate Secretary)
 
 
I hereby certify that the aforesaid resolutions of the Board of Directors were duly adopted and are binding on the Company for all intents and purposes.

 
/s/ Elad Sirkis
Elad Sirkis, Advocate