isramco-sc13da040114.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13D


 
Under the Securities Exchange Act of 1934 (Amendment No. 10)*

 
ISRAMCO, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

465141406
(CUSIP Number)

Noa Lendner
8, Granit Street, Kiryat Arie, Box 10188
Petach-Tikva, Israel 49222
Telephone: +972-3-922-9225
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
April 16, 1999; March 1, 2000; April 10, 2006; November 15, 2006;
 
January 11, 2007; March 1, 2007; July 3, 2007; December 24, 2007;
 
July 3, 2008; July 29, 2010; May 24, 2012; June 22, 2012;
 
September 24, 2012; April 12, 2013

(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 which 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.  ¨
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 
 

 
 
CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON  
Naphtha Holding Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                           
(a)  o
(b)  o
3
SEC USE ONLY      
 
4
SOURCE OF FUNDS  
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (as of each Reporting Date (as defined below))
8
SHARED VOTING POWER  
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,315,222 (as of April 10, 2006, November 15, 2006, January 11, 2007, March 1, 2007, July 3, 2007, December 24, 2007 and July 3, 2008); 1,360,547 (as of July 29, 2010); 1,445,561 (as of May 24, 2012); 1,452,796 (as of June 22, 2012 and September 24, 2012); 1,589,337 (as of April 12, 2013); 1,592,841 (as of April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER  
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,315,222 (as of April 10, 2006, November 15, 2006, January 11, 2007, March 1, 2007, July 3, 2007, December 24, 2007 and July 3, 2008); 1,360,547 (as of July 29, 2010); 1,445,561 (as of May 24, 2012); 1,452,796 (as of June 22, 2012 and September 24, 2012); 1,589,337 (as of April 12, 2013); 1,592,841 (as of April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,315,222 (as of April 10, 2006, November 15, 2006, January 11, 2007, March 1, 2007, July 3, 2007, December 24, 2007 and July 3, 2008); 1,360,547 (as of July 29, 2010); 1,445,561 (as of May 24, 2012); 1,452,796 (as of June 22, 2012 and September 24, 2012); 1,589,337 (as of April 12, 2013); 1,592,841 (as of April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0% (as of April 16, 1999); 50.2% (as of March 1, 2000); 48.4% (as of April 10, 2006, November 15, 2006, January 11, 2007, March 1, 2007, July 3, 2007, December 24, 2007 and July 3, 2008); 50.1% (as of July 29, 2010); 53.2%  (as of May 24, 2012); 53.5% (as of June 22, 2012 and September 24, 2012); 58.5% (as of April 12, 2013); 58.6% (as of April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
CO
 
 
 
2

 
 
CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON  
Naphtha Israel Petroleum Corporation Ltd.
2
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A
   GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS  
 AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (as of each Reporting Date)
8
SHARED VOTING POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,533,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,533,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,533,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0% (as of April 16, 1999); 50.2% (as of March 1, 2000); 50.7% (as of April 10, 2006); 52.0% (as of November 15, 2006); 53.2% (as of January 11, 2007); 54.4% (as of March 1, 2007); 55.5% (as of July 3, 2007); 56.5% (as of December 24, 2007); 57.2% (as of July 3, 2008); 57.7% (as of July 29, 2010); 59.2% (as of May 24, 2012); 61.7% (June 22, 2012); 63.7% (as of September 24, 2012); 64.8% (as of April 12, 2013); 64.9% (as of April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
CO

 
3

 
 
CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON
I.O.C. Israel Oil Company, Ltd.
2
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A
   GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS  
 WC, AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (as of each Reporting Date)
8
SHARED VOTING POWER
0 (as of April 16, 1999 and March 1, 2000); 62,264 (as of April 10, 2006); 99,025 (as of November 15, 2006); 129,843 (as of January 11, 2007); 163,322 (as of March 1, 2007); 191,884 (as of July 3, 2007); 220,579 (as of December 24, 2007); 238,202 (as of July 3, 2008); 207,441 (as of July 29, 2010); 162,841 (as of May 24, 2012); 222,841 (as of June 22, 2012); 277,341 (as of September 24, 2012); 170,804 (as of April 12, 2013 and April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER
0 (as of April 16, 1999 and March 1, 2000); 62,264 (as of April 10, 2006); 99,025 (as of November 15, 2006); 129,843 (as of January 11, 2007); 163,322 (as of March 1, 2007); 191,884 (as of July 3, 2007); 220,579 (as of December 24, 2007); 238,202 (as of July 3, 2008); 207,441 (as of July 29, 2010); 162,841 (as of May 24, 2012); 222,841 (as of June 22, 2012); 277,341 (as of September 24, 2012); 170,804 (as of April 12, 2013 and April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (as of April 16, 1999 and March 1, 2000); 62,264 (as of April 10, 2006); 99,025 (as of November 15, 2006); 129,843 (as of January 11, 2007); 163,322 (as of March 1, 2007); 191,884 (as of July 3, 2007); 220,579 (as of December 24, 2007); 238,202 (as of July 3, 2008); 207,441 (as of July 29, 2010); 162,841 (as of May 24, 2012); 222,841 (as of June 22, 2012); 277,341 (as of September 24, 2012); 170,804 (as of April 12, 2013 and April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (as of April 16, 1999 and March 1, 2000); 2.3% (as of April 10, 2006); 3.6% (as of November 15, 2006); 4.8% (as of January 11, 2007); 6.0% (as of March 1, 2007); 7.1% (as of July 3, 2007); 8.1% (as of December 24, 2007); 8.8% (July 3, 2008); 7.6% (as of July 29, 2010); 6.0% (as of May 24, 2012); 8.2% (as of June 22, 2012); 10.2% (as of September 24, 2012); 6.3% (as of April 12, 2013 and April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
CO

 
4

 

CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON
Isramco Oil and Gas Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY  
 
4
SOURCE OF FUNDS
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (as of each Reporting Date)
8
SHARED VOTING POWER
0 (as of April 16, 1999 and March 1, 2000); 62,264 (as of April 10, 2006); 99,025 (as of November 15, 2006); 129,843 (as of January 11, 2007); 133,601 (as of March 1, 2007); 133,401 (as of July 3, 2007); 139,101 (as of December 24, 2007); 136,101 (as of July 3, 2008 and July 29, 2010); 134,037 (as of May 24, 2012, June 22, 2012 and September 24, 2012); and 0 (as of April 12, 2013 and April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER
0 (as of April 16, 1999 and March 1, 2000); 62,264 (as of April 10, 2006); 99,025 (as of November 15, 2006); 129,843 (as of January 11, 2007); 133,601 (as of March 1, 2007); 133,401 (as of July 3, 2007); 139,101 (as of December 24, 2007); 136,101 (as of July 3, 2008 and July 29, 2010); 134,037 (as of May 24, 2012, June 22, 2012 and September 24, 2012); and 0 (as of April 12, 2013 and April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (as of April 16, 1999 and March 1, 2000); 62,264 (as of April 10, 2006); 99,025 (as of November 15, 2006); 129,843 (as of January 11, 2007); 133,601 (as of March 1, 2007); 133,401 (as of July 3, 2007); 139,101 (as of December 24, 2007); 136,101 (as of July 3, 2008 and July 29, 2010); 134,037 (as of May 24, 2012, June 22, 2012 and September 24, 2012); and 0 (as of April 12, 2013 and April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (as of April 16, 1999 and March 1, 2000); 2.3% (as of April 10, 2006); 3.6% (as of November 15, 2006); 4.8% (as of January 11, 2007); 4.9% (as of March 1, 2007); 4.9% (as of July 3, 2007); 5.1% (as of December 24, 2007); 5.0% (as of July 3, 2008 and July 29, 2010); 4.9% (as of May 24, 2012, June 22, 2012 and September 24, 2012); and 0.0% (as of April 12, 2013 and April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
5

 

CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON
Isramco Negev 2 LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A    GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (as of each Reporting Date)
8
SHARED VOTING POWER
0 (as of April 16, 1999 and March 1, 2000); 62,264 (as of April 10, 2006); 99,025 (as of November 15, 2006); 129,843 (as of January 11, 2007); 133,601 (as of March 1, 2007); 133,401 (as of July 3, 2007); 139,101 (as of December 24, 2007); 136,101 (as of July 3, 2008 and July 29, 2010); 134,037 (as of May 24, 2012, June 22, 2012 and September 24, 2012); and 0 (as of April 12, 2013 and April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER
0 (as of April 16, 1999 and March 1, 2000); 62,264 (as of April 10, 2006); 99,025 (as of November 15, 2006); 129,843 (as of January 11, 2007); 133,601 (as of March 1, 2007); 133,401 (as of July 3, 2007); 139,101 (as of December 24, 2007); 136,101 (as of July 3, 2008 and July 29, 2010); 134,037 (as of May 24, 2012, June 22, 2012 and September 24, 2012); and 0 (as of April 12, 2013 and April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (as of April 16, 1999 and March 1, 2000); 62,264 (as of April 10, 2006); 99,025 (as of November 15, 2006); 129,843 (as of January 11, 2007); 133,601 (as of March 1, 2007); 133,401 (as of July 3, 2007); 139,101 (as of December 24, 2007); 136,101 (as of July 3, 2008 and July 29, 2010); 134,037 (as of May 24, 2012, June 22, 2012 and September 24, 2012); and 0 (as of April 12, 2013 and April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (as of April 16, 1999 and March 1, 2000); 2.3% (as of April 10, 2006); 3.6% (as of November 15, 2006); 4.8% (as of January 11, 2007); 4.9% (as of March 1, 2007); 4.9% (as of July 3, 2007); 5.1% (as of December 24, 2007); 5.0% (as of July 3, 2008 and July 29, 2010); 4.9% (as of May 24, 2012, June 22, 2012 and September 24, 2012); and 0.0% (as of April 12, 2013 and April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

 
6

 

CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON
J.O.E.L. Jerusalem Oil Exploration Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (as of each Reporting Date)
8
SHARED VOTING POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0% (as of April 16, 1999); 50.2% (as of March 1, 2000); 50.7% (as of April 10, 2006); 52.0% (as of November 15, 2006); 53.2% (as of January 11, 2007); 54.4% (as of March 1, 2007); 55.5% (as of July 3, 2007); 56.5% (as of December 24, 2007); 57.2% (as of July 3, 2008); 57.7% (as of July 29, 2010); 59.2% (as of May 24, 2012); 61.7% (as of June 22, 2012); 63.7% (as of September 24, 2012); 64.8% (as of April 12, 2013); 64.9% (as of April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 
 
7

 
 
  CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON
Equital Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (as of each Reporting Date)
8
SHARED VOTING POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0% (as of April 16, 1999); 50.2% (as of March 1, 2000); 50.7% (as of April 10, 2006); 52.0% (as of November 15, 2006); 53.2% (as of January 11, 2007); 54.4% (as of March 1, 2007); 55.5% (as of July 3, 2007); 56.5% (as of December 24, 2007); 57.2% (as of July 3, 2008); 57.7% (as of July 29, 2010); 59.2% (as of May 24, 2012); 61.7% (as of June 22, 2012); 63.7% (as of September 24, 2012); 64.8% (as of April 12, 2013); 64.9% (as of April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
8

 

CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON
YHK Investment LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (as of each Reporting Date)
8
SHARED VOTING POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0% (as of April 16, 1999); 50.2% (as of March 1, 2000); 50.7% (as of April 10, 2006); 52.0% (as of November 15, 2006); 53.2% (as of January 11, 2007); 54.4% (as of March 1, 2007); 55.5% (as of July 3, 2007); 56.5% (as of December 24, 2007); 57.2% (as of July 3, 2008); 57.7% (as of July 29, 2010); 59.2% (as of May 24, 2012); 61.7% (as of June 22, 2012); 63.7% (as of September 24, 2012); 64.8% (as of April 12, 2013); 64.9% (as of April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

 
9

 
 
CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON
YHK General Manager Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (as of each Reporting Date)
8
SHARED VOTING POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0% (as of April 16, 1999); 50.2% (as of March 1, 2000); 50.7% (as of April 10, 2006); 52.0% (as of November 15, 2006); 53.2% (as of January 11, 2007); 54.4% (as of March 1, 2007); 55.5% (as of July 3, 2007); 56.5% (as of December 24, 2007); 57.2% (as of July 3, 2008); 57.7% (as of July 29, 2010); 59.2% (as of May 24, 2012); 61.7% (as of June 22, 2012); 63.7% (as of September 24, 2012); 64.8% (as of April 12, 2013); 64.9% (as of April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
10

 

CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON
United Kingsway Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)       o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of the Bahamas
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
0 (as of each Reporting Date)
8
SHARED VOTING POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of each Reporting Date)
10
SHARED DISPOSITIVE POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0% (as of April 16, 1999); 50.2% (as of March 1, 2000); 50.7% (as of April 10, 2006); 52.0% (as of November 15, 2006); 53.2% (as of January 11, 2007); 54.4% (as of March 1, 2007); 55.5% (as of July 3, 2007); 56.5% (as of December 24, 2007); 57.2% (as of July 3, 2008); 57.7% (as of July 29, 2010); 59.2% (as of May 24, 2012); 61.7% (as of June 22, 2012); 63.7% (as of September 24, 2012); 64.8% (as of April 12, 2013); 64.9% (as of April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
11

 
 
CUSIP No.   465141406
   
1
NAME OF REPORTING PERSON
Haim Tsuff
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP                                                                           
   (a)  o
   (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
PF, AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and Netherlands
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
0 (as of April 16, 1999); 69,995 (as of March 1, 2000); 38,919 (as of April 10, 2006, November 15, 2006, January 11, 2007, March 1, 2007, July 3 2007 and December 24, 2007); 69,679 (as of July 3, 2008, July 29, 2010, May 24, 2012, June 22, 2012, September 24, 2012, April 12, 2013 and April 3, 2014)
8
SHARED VOTING POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
9
SOLE DISPOSITIVE POWER
0 (as of April 16, 1999); 69,995 (as of March 1, 2000); 38,919 (as of April 10, 2006, November 15, 2006, January 11, 2007, March 1, 2007, July 3 2007 and December 24, 2007); 69,679 (as of July 3, 2008, July 29, 2010, May 24, 2012, June 22, 2012, September 24, 2012, April 12, 2013 and April 3, 2014)
10
SHARED DISPOSITIVE POWER
1,320,222 (as of April 16, 1999); 1,325,222 (as of March 1, 2000); 1,377,486 (as of April 10, 2006); 1,414,247 (as of November 15, 2006); 1,445,065 (as of January 11, 2007); 1,478,544 (as of March 1, 2007); 1,507,106 (as of July 3, 2007); 1,535,801 (as of December 24, 2007); 1,553,424 (as of July 3, 2008); 1,567,988 (as of July 29, 2010); 1,608,402 (as of May 24, 2012); 1,675,637 (as of June 22, 2012); 1,730,137 (as of September 24, 2012); 1,760,141 (as of April 12, 2013); 1,763,645 (as of April 3, 2014)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,222 (as of April 16, 1999); 1,395,217 (as of March 1, 2000); 1,416,405 (as of April 10, 2006); 1,453,166 (as of November 15, 2006); 1,483,984 (as of January 11, 2007); 1,517,463 (as of March 1, 2007); 1,546,025 (as of July 3, 2007); 1,574,720 (as of December 24, 2007); 1,615,103 (as of July 3, 2008); 1,629,667 (as of July 29, 2010); 1,670,081 (as of May 24, 2012); 1,737,316 (as of June 22, 2012); 1,791,816 (as of September 24, 2012); 1,821,820 (as of April 12, 2013); 1,825,324 (as of April 3, 2014)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0% (as of April 16, 1999); 52.9% (as of March 1, 2000); 52.1% (as of April 10, 2006); 53.5% (as of November 15, 2006); 54.6% (as of January 11, 2007); 55.8% (as of March 1, 2007); 56.9% (as of July 3, 2007); 57.9% (as of December 24, 2007); 59.4% (as of July 3, 2008); 60.0% (as of July 29, 2010); 61.5% (as of May 24, 2012); 63.9% (as of June 22, 2012); 65.9% (as of September 24, 2012); 67.0% (as of April 12, 2013); 67.2% (as of April 3, 2014)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
 
12

 
 
Introduction

This Amendment No. 10 to Schedule 13D amends and restates the Schedule 13D filed on September 20, 1995, as the same has been previously amended by each of Amendment No. 1 thereto filed on January 22, 1996, Amendment No. 2 thereto filed on March 27, 1996, Amendment No. 3 thereto filed on November 29, 1996, Amendment No. 4 thereto filed on February 12, 1997, Amendment No. 5 thereto filed on May 14, 1997, Amendment No. 6 thereto filed on October 21, 1997, Amendment No. 7 thereto filed on January 22, 1998, Amendment No. 8 thereto filed on September 18, 1998, and Amendment No. 9 thereto filed on December 30, 1998.

This Amendment No. 10 is being filed to report transactions that should have been previously reported in amendments on or about April 16, 1999, March 1, 2000, April 10, 2006, November 15, 2006, January 11, 2007, March 1, 2007, July 3, 2007, December 24, 2007, July 3, 2008, July 29,2010, May 24, 2012, June 22, 2012, September 24, 2012 and April 12, 2013 and further updates the beneficial ownership through the date of this Amendment No. 10 (each, a “Reporting Date” and, collectively, the “Reporting Dates”).  The Reporting Dates were generally determined based on when there has been an approximate 1.0% or greater change in the Reporting Persons’ (defined below) aggregate beneficial ownership of shares of Common Stock (defined below).

Item 1.                       Security and the Issuer

This Amendment No. 10 relates to the shares of common stock, par value $0.01 (“Common Stock”), of Isramco Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 2425 West Loop South Suite 810, Houston, Texas 77027.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2.                       Identity and Background

(a)
This Amendment No. 10 is filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):

(i)  
Naphtha Holding Ltd. (“Holding”), a private Israeli company;

(ii)  
Naphtha Israel Petroleum Corporation Ltd., a public Israeli company listed on the Tel-Aviv Stock Exchange (“Naphtha”);

(iii)  
I.O.C. Israel Oil Company, Ltd., a private Israeli company (“IOC”);

(iv)  
Isramco Oil and Gas Ltd., a private Israeli company (“Isramco O&G”);

(v)  
Isramco Negev 2 LP, a public Israeli limited partnership listed on the Tel-Aviv Stock Exchange (“Isramco Negev 2”);

(vi)  
J.O.E.L. Jerusalem Oil Exploration Ltd., a public Israeli company listed on the Tel-Aviv Stock Exchange (“JOEL”);

(vii)  
Equital Ltd., a public Israeli company listed on the Tel-Aviv Stock Exchange (“Equital”);

(viii)  
YHK Investment LP, a private Israeli limited partnership (“YHK”);

(ix)  
YHK General Manager Ltd., a private Israeli company (“YHK Manager”);

(x)  
United Kingsway Ltd., a private company formed under the laws of the Commonwealth of the Bahamas (“Kingsway”); and
 
(xi)  
Haim Tsuff, a citizen of Israel and the Netherlands (“Mr. Tsuff”).
 
 
13

 
 
Mr. Tsuff owns all of the outstanding voting shares and serves as the sole director of Kingsway.  Kingsway owns 74.0% of the outstanding membership interests of both YHK and YHK’s general partner, YHK Manager.  YHK owns 44.5% of the outstanding voting securities of Equital, which owns 37.0% of JOEL.  JOEL owns 65.1% of Naphtha.  Naphtha, in turn, owns 100.0% of Holding and 99.99% of IOC.  IOC owns 100.0% of Isramco O&G, which is the general partner of Isramco Negev 2.

In addition to the Reporting Persons, IOC also owns (i) 100.0% of I.O.C. Partnerships Management Ltd., a private Israeli company, which is the general partner of I.N.O.C. Dead Sea Limited Partnership, a public Israeli limited partnership listed on the Tel-Aviv Stock Exchange (“INOC”); and (ii) 100.0% of Naphtha Partnerships Management Ltd., a private Israeli company, which is the general partner of Naphtha Exploration Limited Partnership, a public Israeli limited partnership listed on the Tel-Aviv Stock Exchange (“Naphtha Exploration”).  While none of INOC, Naphtha Exploration or their respective general partners are Reporting Persons hereunder, both INOC and Naphtha Exploration directly hold (or have previously held on one or more Reporting Dates) shares of Common Stock that may be deemed beneficially owned by Reporting Persons, as further described in Item 5 below.

Based on the ownership and management structures described above, Mr. Tsuff is in a position to indirectly determine the investment and voting decisions made by each of the Reporting Persons.  As such, each of Mr. Tsuff, Kingsway, YHK, YHK Manager, Equital, JOEL and Naphtha may be deemed to beneficially own shares of Common Stock that are directly held by Holding, IOC, Isramco Negev 2, Naphtha Exploration and INOC.  Similarly, IOC may be deemed to beneficially own the shares of Common Stock that are directly held by Isramco Negev 2, Naphtha Exploration and INOC by virtue of IOC’s ownership and control of each such limited partnership’s respective general partner.  Finally, Isramco O&G, as general partner of Isramco Negev 2, may be deemed to beneficially own the shares of Common Stock that are directly held by Isramco Negev 2.

This Amendment No. 10 includes (since the prior Amendment No. 9) each of Mr. Tsuff, IOC, Isramco O&G and Isramco Negev 2 as Reporting Persons since each may be deemed to beneficially own more than 5% of the outstanding Common Stock of the Issuer on one or more Reporting Dates, as further detailed in Item 5 below.  Avraham Livnat Ltd. and Carmen Management and Assets (1997) Ltd. are minority owners of YHK and YHK Manager and were previously included as “reporting persons” in prior amendments to the Schedule 13D; while both such companies remain minority owners of YHK and YHK Manager, to the best of the Reporting Persons’ knowledge, neither such company has had any voting or dispositive power with respect to any of the shares of Common Stock to which this report relates and, therefore, neither such company is included as a Reporting Person in this Amendment No. 10.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer (or, if applicable, general partner) of Holding, Naphtha, IOC, Isramco O&G, Isramco Negev 2, JOEL, Equital, YHK, YHK Manager and Kingsway are set forth on Schedule I hereto and are incorporated herein by reference (the individuals named on Schedule I hereto as directors or executive officers, other than Mr. Tsuff, are collectively referred to herein as the “Specified Persons”).

While the Reporting Persons and their affiliated entities may be deemed to comprise a “group” within the meaning of Section 13(d)(3) of the Exchange Act, neither the fact of this filing (or the earlier filings of the original Schedule 13D or prior amendments thereto) nor any information contained herein (or contained therein) shall be deemed to be an admission by the Reporting Persons that a “group” exists.  Each Reporting Person further disclaims beneficial ownership of the shares of Common Stock described herein except to the extent of its or his pecuniary interest therein.

(b)
The business address of each of Holding, Naphtha, JOEL, Equital, IOC, Isramco O&G, Isramco Neveg 2, YHK and YHK Manager is 8, Granit Street, Kiryat Arie, Box 10188, Petach-Tikva, Israel 49222.  The business address of Mr. Tsuff and Kingsway is Van Merlenlaan 2a, 2103 GD, Heemstede, Netherlands.

(c)
The principal business of Holding is to hold shares of Common Stock of the Issuer.

The principal businesses of Naphtha are (directly and indirectly) exploration and production of oil and natural gas.

The principal businesses of IOC are (directly and indirectly) exploration and production of oil and natural gas.
 
 
14

 
 
The principal businesses of Isramco Negev 2 are exploration and production of oil and natural gas, and the principal business of Isramco O&G is to act as the general partner of Isramco Negev 2.

The principal businesses of JOEL are (directly and indirectly) exploration and production of oil and natural gas and real estate investments.

The principal businesses of Equital are (directly and indirectly) exploration and production of oil and natural gas and real estate investments.

The principal business of YHK is to hold securities of Equital, and the principal business of YHK Manager is to act as the general partner of YHK.

The principal business of Kinsgway is to hold securities of YHK and YHK Manager.

Mr. Tsuff is the Chairman of the Board of Directors and Chief Executive Officer of the Issuer.  He also serves as director and chairman of the boards of several other companies, including, among the Reporting Persons, Holding, Naphtha, IOC, JOEL, Equital and Isramco O&G (as further set forth on Schedule I hereto).

(d)
During the past five years, no Reporting Person, or to the best of the Reporting Persons’ knowledge no Specified Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
During the past five years, no Reporting Person, or to the best of the Reporting Persons’ knowledge no Specified Person, has 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 finding any violation with respect to such laws.

(f)
All of the Reporting Persons are organized in Israel, except Kingsway is organized in the Commonwealth of the Bahamas and Mr. Tsuff is a citizen of Israel and the Netherlands.

Item 3.                      Source and Amount of Funds or Other Consideration.

Since the prior Amendment No. 9, Holding, IOC, Isramco Negev 2, INOC and Naphtha Exploration have engaged in the open market and private transactions related to shares of Common Stock of the Issuer as set forth on Schedule II attached hereto and incorporated herein by reference.  Such transactions were funded with each such Reporting Person’s working capital.  In addition, and as previously reported by the Issuer in its filings with the Securities and Exchange Commission (the “SEC”), the Class A Warrants and Class B Warrants to purchase up to 500,000 shares of Common Stock that were previously held by Holding (and as were reported in the most recent prior Amendment No. 9) expired unexercised in April 1999.

Also since the prior Amendment No. 9 and as further set forth on Schedule II attached hereto and incorporated herein by reference, and as previously reported in earlier filings with the SEC, Mr. Tsuff (i) was granted stock options in March 2000 as equity incentive compensation by the Issuer to acquire up to 69,995 shares of Common Stock; (ii) exercised such stock options in March 2005 in a cashless exercise, for which he received net 38,919 shares of Common Stock; and (iii) purchased 22,760 shares of Common Stock in July 2008 in a private transaction for $48.74 per share using his personal funds.

As a result of inadvertent administrative errors, the Reporting Persons failed to recognize that (i) certain of the transactions set forth in Schedule II needed to be reported to the SEC, and, (ii) as a result of sales of shares within six months of purchases of shares, the Reporting Persons had unintentionally incurred short-swing profits under Section 16(b) of the Exchange Act.  The Reporting Persons are reporting in this Amendment No. 10 transactions in shares of the Issuer’s Common Stock since the last Amendment No. 9, and are reporting that the Reporting Persons have voluntarily tendered to the Issuer an aggregate amount equal to $659,195, representing the short-swing profits associated with the sale of shares and purchases within six months of such sales, as calculated in accordance with Section 16(b) of the Exchange Act and the rules promulgated thereunder.  As previously disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, $74,054 of such amount was paid to the Issuer during that quarter.  The remaining $585,141 was paid in January 2014 by deducting such amount from the outstanding balance of principal and accrued interest due under an existing loan previously made by Naphtha to the Issuer.
 
 
15

 
 
Item 4.                      Purpose of Transaction.

The transactions in shares of Common Stock of the Issuer have been made by the Reporting Persons for investment purposes.  In addition, Mr. Tsuff is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer and, in such capacities and as a significant stockholder, Mr. Tsuff and the other Reporting Persons may regularly interact with management, other directors, other stockholders and other relevant parties concerning the business, operations, governance, management, strategy, capitalization and/or future plans of the Issuer.

In February 2014, Holding’s board of directors authorized Holding to spend up to $40 million to acquire additional shares of Common Stock of the Issuer for investment purposes from time to time over the following twelve (12) months, subject to market conditions and applicable trading policies (although, as of the date of this Amendment No. 10, Holding has not yet acquired any additional shares pursuant to such board authorization).  In addition to the foregoing, each Reporting Person (including Holding) reserves the right to acquire (or dispose of) additional securities of the Issuer in the ordinary course of business to the extent deemed advisable in light of market conditions, such Reporting Person’s general investment and trading policies, and other factors.

Except as described above, none of the Reporting Persons has plans or proposals that would result in any of the following:

 
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)           A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)           Any material change in the present capitalization or dividend policy of the Issuer;

(f)           Any other material change in the Issuer’s business or corporate structure;

 
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

 
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j)           Any action similar to any of those enumerated above.

Item 5.                      Interest in Securities of the Issuer.
 
The aggregate percentage shares of Common Stock reported beneficially owned by each Reporting Person is determined in accordance with SEC rules and is based on (i) 2,639,809 shares of the Issuer’s Common Stock outstanding on April 16, 1999 and March 1, 2000; and (ii) 2,717,691 shares of the Issuer’s Common Stock outstanding on each other Reporting Date.
 
 
16

 
 
A.           Holding

(a), (b)
Holding beneficially owned the following shares of Common Stock as of each Reporting Date indicated below, all such shares being directly held by Holding and with Holding having shared power to vote or direct the vote and shared power to dispose or to direct the disposition with respect to all such shares:

April 16, 1999
1,320,222 shares representing approximately 50.0% of the outstanding shares of Common Stock
March 1, 2000
1,325,222 shares representing approximately 50.2% of the outstanding shares of Common Stock
April 10, 2006
November 15, 2006
January 11, 2007
March 1, 2007
July 3, 2007
December 24, 2007
July 3, 2008
1,315,222 shares representing approximately 48.4% of the outstanding shares of Common Stock
 
July 29, 2010
1,360,547 shares representing approximately 50.1% of the outstanding shares of Common Stock
May 24, 2012
1,445,561 shares representing approximately 53.2% of the outstanding shares of Common Stock
June 22, 2012
September 24, 2012
1,452,796 shares representing approximately 53.5% of the outstanding shares of Common Stock
April 12, 2013
1,589,337 shares representing approximately 58.5% of the outstanding shares of Common Stock
April 3, 2014
1,592,841 shares representing approximately 58.6% of the outstanding shares of Common Stock
 
 
17

 
 
B.           Naphtha, JOEL, Equital, YHK, YHK Manager and Kingsway

(a), (b)
Naphtha, JOEL, Equital, YHK, YHK Manager and Kingsway beneficially owned the following shares of Common Stock as of each Reporting Date indicated below, with each such Reporting Person having shared power to vote or direct the vote and shared power to dispose or to direct the disposition with respect to all such shares (and none of such Reporting Persons holding any shares directly):

April 16, 1999
1,320,222 shares representing approximately 50.0% of the outstanding shares of Common Stock (all such shares being held directly by Holding)
March 1, 2000
1,325,222 shares representing approximately 50.2% of the outstanding shares of Common Stock (all such shares being held directly by Holding)
April 10, 2006
1,377,486 shares representing approximately 50.7% of the outstanding shares of Common Stock (all such shares being held directly by Holding and Isramco Negev 2)
November 15, 2006
1,414,247 shares representing approximately 52.0% of the outstanding shares of Common Stock (all such shares being held directly by Holding and Isramco Negev 2)
January 11, 2007
1,445,065 shares representing approximately 53.2% of the outstanding shares of Common Stock (all such shares being held directly by Holding and Isramco Negev 2)
March 1, 2007
1,478,544 shares representing approximately 54.4% of the outstanding shares of Common Stock (all such shares being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
July 3, 2007
1,507,106 shares representing approximately 55.5% of the outstanding shares of Common Stock (all such shares being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
December 24, 2007
1,535,801 shares representing approximately 56.5% of the outstanding shares of Common Stock (all such shares being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
July 3, 2008
1,553,424 shares representing approximately 57.2% of the outstanding shares of Common Stock (all such shares being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
July 29, 2010
1,567,988 shares representing approximately 57.7% of the outstanding shares of Common Stock (all such shares being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
May 24, 2012
1,608,402 shares representing approximately 59.2% of the outstanding shares of Common Stock (all such shares being held directly by Holding, IOC, Isramco Negev 2 and Naphtha Exploration)
June 22, 2012
1,675,637 shares representing approximately 61.7% of the outstanding shares of Common Stock (all such shares being held directly by Holding, IOC, Isramco Negev 2 and Naphtha Exploration)
September 24, 2012
1,730,137 shares representing approximately 63.7% of the outstanding shares of Common Stock (all such shares being held directly by Holding, IOC, Isramco Negev 2 and Naphtha Exploration)
April 12, 2013
1,760,141 shares representing approximately 64.8% of the outstanding shares of Common Stock (all such shares being held directly by Holding, IOC and Naphtha Exploration)
April 3, 2014
1,763,645 shares representing approximately 64.9% of the outstanding shares of Common Stock (all such shares being held directly by Holding, IOC and Naphtha Exploration)
 
 
18

 
 
C.           IOC

(a), (b)
IOC beneficially owned the following shares of Common Stock as of each Reporting Date indicated below, with IOC having shared power to vote or direct the vote and shared power to dispose or to direct the disposition with respect to all such shares:

April 16, 1999
March 1, 2000
0 shares representing 0.0% of the outstanding shares of Common Stock
April 10, 2006
62,264 shares representing approximately 2.3% of the outstanding shares of Common Stock (all such shares being held directly by Isramco Negev 2)
November 15, 2006
99,025 shares representing approximately 3.6% of the outstanding shares of Common Stock (all such shares being held directly by Isramco Negev 2)
January 11, 2007
129,843 shares representing approximately 4.8% of the outstanding shares of Common Stock (all such shares being held directly by Isramco Negev 2)
March 1, 2007
163,322 shares representing approximately 6.0% of the outstanding shares of Common Stock (all such shares being held directly by Isramco Negev 2, Naphtha Exploration and INOC)
July 3, 2007
191,884 shares representing approximately 7.1% of the outstanding shares of Common Stock (all such shares being held directly by Isramco Negev 2, Naphtha Exploration and INOC)
December 24, 2007
220,579 shares representing approximately 8.1% of the outstanding shares of Common Stock (all such shares being held directly by Isramco Negev 2, Naphtha Exploration and INOC)
July 3, 2008
238,202 shares representing approximately 8.8% of the outstanding shares of Common Stock (all such shares being held directly by Isramco Negev 2, Naphtha Exploration and INOC)
July 29, 2010
207,441 shares representing approximately 7.6% of the outstanding shares of Common Stock (all such shares being held directly by Isramco Negev 2, Naphtha Exploration and INOC)
May 24, 2012
162,841 shares representing approximately 6.0% of the outstanding shares of Common Stock (21,000 of such shares being held directly by IOC, and the remaining being held directly by Isramco Negev 2 and Naphtha Exploration)
June 22, 2012
222,841 shares representing approximately 8.2% of the outstanding shares of Common Stock (81,000 of such shares being held directly by IOC, and the remaining being held directly by Isramco Negev 2 and Naphtha Exploration)
September 24, 2012
277,341 shares representing approximately 10.2% of the outstanding shares of Common Stock (135,500 of such shares being held directly by IOC, and the remaining being held directly by Isramco Negev 2 and Naphtha Exploration)
April 12, 2013
April 3, 2014
170,804 shares representing approximately 6.3% of the outstanding shares of Common Stock (163,000 of such shares being held directly by IOC, and the remaining being held directly by Naphtha Exploration)
 
 
19

 
 
D.           Isramco O&G and Isramco Negev 2

(a), (b)
Isramco O&G and Isramco Negev 2 beneficially owned the following shares of Common Stock as of each Reporting Date indicated below, all such shares being directly held by Isramco Negev 2, and with both Isramco O&G and Isramco Negev 2 having shared power to vote or direct the vote and shared power to dispose or to direct the disposition with respect to all such shares:

April 16, 1999
March 1, 2000
0 shares representing 0.0% of the outstanding shares of Common Stock
April 10, 2006
62,264 shares representing approximately 2.3% of the outstanding shares of Common Stock
November 15, 2006
99,025 shares representing approximately 3.6% of the outstanding shares of Common Stock
January 11, 2007
129,843 shares representing approximately 4.8% of the outstanding shares of Common Stock
March 1, 2007
133,601 shares representing approximately 4.9% of the outstanding shares of Common Stock
July 3, 2007
133,401 shares representing approximately 4.9% of the outstanding shares of Common Stock
December 24, 2007
139,101 shares representing approximately 5.1% of the outstanding shares of Common Stock
July 3, 2008
July 29, 2010
136,101 shares representing approximately 5.0% of the outstanding shares of Common Stock
May 24, 2012
June 22, 2012
September 24, 2012
134,037 shares representing approximately 4.9% of the outstanding shares of Common Stock
April 12, 2013
April 3, 2014
0 shares representing 0.0% of the outstanding shares of Common Stock
 
 
20

 
 
E.           Mr. Tsuff

(a), (b)
Mr. Tsuff beneficially owned the following shares of Common Stock as of each Reporting Date indicated below, having sole power to vote or direct the vote and sole power to dispose or to direct the disposition with respect to such shares he holds directly, and having shared power to vote or direct the vote and shared power to dispose or to direct the disposition with respect to the remaining of such shares:

April 16, 1999
1,320,222 shares representing approximately 50.0% of the outstanding shares of Common Stock (all such shares being held directly by Holding)
March 1, 2000
1,395,217 shares representing approximately 52.9% of the outstanding shares of Common Stock (69,9951 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding)
April 10, 2006
1,416,405 shares representing approximately 52.1% of the outstanding shares of Common Stock (38,919 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding and Isramco Negev 2)
November 15, 2006
1,453,166 shares representing approximately 53.5% of the outstanding shares of Common Stock (38,919 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding and Isramco Negev 2)
January 11, 2007
1,483,984 shares representing approximately 54.6% of the outstanding shares of Common Stock (38,919 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding and Isramco Negev 2)
March 1, 2007
1,517,463 shares representing approximately 55.8% of the outstanding shares of Common Stock (38,919 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
July 3, 2007
1,546,025 shares representing approximately 56.9% of the outstanding shares of Common Stock (38,919 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
December 24, 2007
1,547,720 shares representing approximately 57.9% of the outstanding shares of Common Stock (38,919 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
July 3, 2008
1,615,103 shares representing approximately 59.4% of the outstanding shares of Common Stock (61,679 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
July 29, 2010
1,629,667 shares representing approximately 60.0% of the outstanding shares of Common Stock (61,679 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, Isramco Negev 2, Naphtha Exploration and INOC)
May 24, 2012
1,670,081 shares representing approximately 61.5% of the outstanding shares of Common Stock (61,679 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, IOC, Isramco Negev 2 and Naphtha Exploration)
June 22, 2012
1,737,316 shares representing approximately 63.9% of the outstanding shares of Common Stock (61,679 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, IOC, Isramco Negev 2 and Naphtha Exploration)
September 24, 2012
1,791,816 shares representing approximately 65.9% of the outstanding shares of Common Stock (61,679 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, IOC, Isramco Negev 2 and Naphtha Exploration)
April 12, 2013
1,821,820 shares representing approximately 67.0% of the outstanding shares of Common Stock (61,679 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, IOC and Naphtha Exploration)
April 3, 2014
1,825,324 shares representing approximately 67.2% of the outstanding shares of Common Stock (61,679 of such shares being held directly by Mr. Tsuff, and the remaining being held directly by Holding, IOC and Naphtha Exploration)

1   Represents stock options that were at the time exercisable to purchase up to 69,995 shares of Common Stock.  See also Item 3 above and Schedule II attached hereto.
 
 
21

 
 
 
(c)
No transactions in the Common Stock of the Issuer have been effected by the Reporting Persons during the sixty days preceding the date of this Amendment No. 10.  For transactions in the Common Stock of the Issuer effected by the Reporting Persons in the sixty days prior to each other Reporting Date, please refer to the transactions listed in Schedule II attached hereto and incorporate herein by reference.

 
(d)
Not applicable.

 
(e)
Isramco O&G and Isramco Negev 2 ceased to be beneficial owners of more than five percent of the shares of Common Stock of the Issuer on December 17, 2012 as a result of Isramco Negev 2 transferring all of its shares of Common Stock to Holding as of such date.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Not applicable.

Item 7.
Material to be Filed as Exhibits.

The original Schedule 13D and Amendments No. 1 through 5 thereto were filed with the SEC in paper format between the years 1995 and 1997.  In accordance with Rule 13d-2(e) under the Exchange Act, restatements of such filings are attached as Exhibits 99.3 through 99.8 to this Amendment No. 10.
 
Exhibit
   
Number
 
Exhibit Description
     
99.1
 
99.2
 
99.3
 
99.4
 
99.5
 
99.6
 
99.7
 
99.8
 

 
 
 
 
22

 

SIGNATURES
 
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.  Each of the undersigned also hereby agrees to file this statement jointly pursuant to the Joint Filing Agreement listed on Exhibit 99.1 hereto.

Dated: April 3, 2014


/s/ HAIM TSUFF                                                                                     
Haim Tsuff, on behalf of himself, and as attorney-in-fact for:

NAPHTHA HOLDING LTD.*
NAPHTHA ISRAEL PETROLEUM CORPORATION LTD.*
I.O.C. ISRAEL OIL COMPANY, LTD.*
ISRAMCO OIL & GAS LTD.*
ISRAMCO NEGEV 2 LP*
J.O.E.L. JERUSALEM OIL EXPLORATION LTD.*
EQUITAL LTD.*
YHK INVESTMENT LP*
YHK GENERAL MANAGER LTD.*
UNITED KINGSWAY LTD.*
 
 

 


* The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is attached as Exhibit 99.2.

 
23

 

SCHEDULE I

Name, title, present principal occupation or employment, business address and citizenship of
each director and executive officer (or, as applicable, general manager) of Reporting Persons

(Capitalized terms used but not defined in this schedule have the meanings given to
them in Amendment No. 10 to Schedule 13D to which this schedule is attached.)

A.
Holding.  The name, title, present principal occupation or employment, business address and citizenship of each director of Holding are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
Haim Tsuff
 
Director
Chairman of the Board of the Issuer, Equital, Naphtha, JOEL, Isramco O&G; Chief Executive Officer of the Issuer; and director of other public and private companies
 
Van Merlenlaan 2a, 2103 GD Heemstede, Netherlands
Israel and Netherlands
Eran Saar
Director and Chief Executive Officer
Chief Executive Officer of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Eitan Voloch
Director of Finance
Director of Finance of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Noa Lendner
General Counsel and Corporate Secretary
 
General Counsel and Corporate Secretary of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
 
 
24

 
 
B.
Naphtha.  The name, title, present principal occupation or employment, business address and citizenship of each director of Naphtha are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
Haim Tsuff
 
Chairman of the Board
Chairman of the Board of the Issuer, Equital, Naphtha, JOEL, Isramco O&G; Chief Executive Officer of the Issuer; and director of other public and private companies
 
Van Merlenlaan 2a, 2103 GD Heemstede, Netherlands
Israel and Netherlands
Yitzhak Duhan
Director
Business Consultant
1, Soitazky Street,
Petach-Tikva, Israel 49550
 
Israel
Rachel Turgeman
Director
Owner of a private company
34, Yefet Street
Tel-Aviv, Israel
 
Israel
Boaz Simons
Director
Vice President of Tavura Holdings Ltd.
2, Hazaon
Ramle, Israel
 
Israel and Australia
Ronen Perets
Director
Chief Executive Officer of Yom Le’yom Com-munication (2002) Ltd.
 
115, Gdud Harotem Street Mosav Givati, Israel
 
Israel
Izak Yechezkel
Director
CPA
38, Bat-Chen Street
Haifa, Israel
 
Israel
Eran Saar
Chief Executive Officer
Chief Executive Officer of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Noa Lendner
General Counsel and Corporate Secretary
 
General Counsel and Corporate Secretary of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
 
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Eran Lendner
Vice President of Business Development
Vice President of Business Development of Equital, Naphtha, JOEL and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Eitan Voloch
Director of Finance
Director of Finance of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Guy Bar Adon
Controller
Controller of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Daniel Prytag
Internal Auditor
CPA and Internal Auditor
33, Jabotinsky Street
Ramat Gan, Israel
 
Israel
 
 
25

 
 
C.
IOC.  The name, title, present principal occupation or employment, business address and citizenship of each director of IOC are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
Haim Tsuff
 
Director
Chairman of the Board of the Issuer, Equital, Naphtha, JOEL, Isramco O&G; Chief Executive Officer of the Issuer; and director of other public and private companies
 
Van Merlenlaan 2a, 2103 GD Heemstede, Netherlands
Israel and Netherlands
Eran Saar
Director and Chief Executive Officer
Chief Executive Officer of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Eitan Voloch
Director of Finance
Director of Finance of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Noa Lendner
General Counsel and Corporate Secretary
 
General Counsel and Corporate Secretary of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
 
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
 
 
26

 
 
D.
Isramco O&G.  The name, title, present principal occupation or employment, business address and citizenship of each director of Isramco O&G are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
Haim Tsuff
 
Chairman of the Board
Chairman of the Board of the Issuer, Equital, Naphtha, JOEL, Isramco O&G; Chief Executive Officer of the Issuer; and director of other public and private companies
 
Van Merlenlaan 2a, 2103 GD Heemstede, Netherlands
Israel and Netherlands
Shalom Salhov
Director
Geologist
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
Israel
Eran Saar
Chief Executive Officer
Chief Executive Officer of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Noa Lendner
General Counsel and Corporate Secretary
 
General Counsel and Corporate Secretary of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
 
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Eran Lendner
Vice President of Business Development
Vice President of Business Development of Equital, Naphtha, JOEL and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Eitan Voloch
Director of Finance
Director of Finance of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Guy Bar Adon
Controller
Controller of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Daniel Spira
Internal Auditor
CPA and Internal Auditor
8, Askenzi Street
Tel Aviv, Israel
 
Israel
 
 
27

 
 
E.
Isramco Negev 2.  The name, title, present principal occupation or employment, business address and citizenship of each director of Isramco Negev 2 are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
Isramco O&G
General Partner
 
General Partner of Isramco Negev 2
8, Granit Street
Kiryat Arie, Box 10188
Petach-Tikva, Israel 49222
 
Israel
 
F.
JOEL.  The name, title, present principal occupation or employment, business address and citizenship of each director of JOEL are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
Haim Tsuff
 
Chairman of the Board
Chairman of the Board of the Issuer, Equital, Naphtha, JOEL, Isramco O&G; Chief Executive Officer of the Issuer; and director of other public and private companies
 
Van Merlenlaan 2a, 2103 GD Heemstede, Netherlands
Israel and Netherlands
Boaz Simons
Director
Vice President of Tavura Holdings Ltd.
2, Hazaon
Ramle, Israel
 
Israel and Australia
Gilad Weizman
Director
 
CPA
31, Hatavor Street
Nofit, Israel
 
Israel
Efrat Noga
Director
 
Regulation Manager of Playtech Ltd.
 
79, Rothshild Street
Tel-Aviv, Israel
Israel
Moti Amiga
Director
 
CPA
17, Yitzak Sade
Tel-Aviv, Israel
 
Israel
Eran Saar
Chief Executive Officer
Chief Executive Officer of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Noa Lendner
General Counsel and Corporate Secretary
 
General Counsel and Corporate Secretary of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
 
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Eitan Voloch
Director of Finance
Director of Finance of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Guy Bar Adon
Controller
Controller of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Daniel Prytag
Internal Auditor
CPA and Internal Auditor
33, Jabotinsky Street
Ramat Gan, Israel
 
Israel
 
 
28

 
 
G.
Equital.  The name, title, present principal occupation or employment, business address and citizenship of each director of Equital are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
Haim Tsuff
 
Chairman of the Board
Chairman of the Board of the Issuer, Equital, Naphtha, JOEL, Isramco O&G; Chief Executive Officer of the Issuer; and director of other public and private companies
 
Van Merlenlaan 2a, 2103 GD Heemstede, Netherlands
Israel and Netherlands
Hadar Ben-Gur Shem-Tov
 
Director
 
Advocate
17/92 Haascala Boulevard Tel-Aviv, Israel
Israel
Zeev Chayoth
Director
 
Chief Executive Officer and Owner of H.B.T Business Consultant Ltd.
 
Corazim, 12391
Israel
Israel
Yhehezkel Hogi
Director
 
CPA
5, Solomon Street
Petach-Tikva, Israel
 
Israel
Boaz Simons
Director
Vice President of Tavura Holdings Ltd.
2, Hazaon
Ramle, Israel
 
Israel and Australia
Ronen Perets
Director
 
Chief Executive Officer of Yom Le’yom Com-munication (2002) Ltd.
 
115, Gdud Harotem Street, Mosav Givati, Israel
 
Israel
Eran Saar
Chief Executive Officer
Chief Executive Officer of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Noa Lendner
General Counsel and Corporate Secretary
 
General Counsel and Corporate Secretary of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Eitan Voloch
Director of Finance
Director of Finance of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Guy Bar Adon
Controller
Controller of Equital, Naphtha, Holding, JOEL, IOC and Isramco O&G
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
 
 
Israel
Daniel Prytag
Internal Auditor
CPA and Internal Auditor
33, Jabotinsky Street
Ramat Gan, Israel
 
Israel

 
29

 
 
H.
YHK.  The name, title, present principal occupation or employment, business address and citizenship of each director of YHK are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
YHK Manager
General Partner
 
General Partner of YHK
8, Granit Street
PO Box 10188
Petach-Tikva, Israel 4902201
Israel
 
I.
YHK Manager.  The name, title, present principal occupation or employment, business address and citizenship of each director of YHK Manager are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
Haim Tsuff
 
Director
Chairman of the Board of the Issuer, Equital, Naphtha, JOEL, Isramco O&G; Chief Executive Officer of the Issuer; and director of other public and private companies
 
Van Merlenlaan 2a, 2103 GD Heemstede, Netherlands
Israel and Netherlands
Joseph Tsuff
Director
Retired
6/17 Asirey Zion, Petach-Tikva, Israel
 
Israel
Boaz Simons
Director
Vice President of Tavura Holdings Ltd.
2, Hazaon
Ramle, Israel
 
Israel and Australia
 
J.
Kingsway.  The name, title, present principal occupation or employment, business address and citizenship of each director of Kingsway are as follows:

Name
Title
Principal Occupation or Employment
Business Address
Citizenship
Haim Tsuff
Sole Director
Chairman of the Board, Director and Chie Executive Officer of the Issuer
Van Merlenlaan 2a, 2103 GD
Heemstede, Netherlands
Israel and Netherlands
 
 
30

 
 
SCHEDULE II
 
Transactions involving Shares of Issuer’s Common Stock by
Reporting Persons Since Prior Amendment to Schedule 13D

(Capitalized terms used but not defined in this schedule have the meanings given to
them in Amendment No. 10 to Schedule 13D to which this schedule is attached.)

Date
Reporting Person
Shares Acquired / (Disposed)
Per Share Price
Total Shares Beneficially Owned  by all Reporting Persons
How Transaction was Effected
10/28/98 – 03/31/99 1
Holding 1
60,699
1
1,820,222 2
Acquisition of shares between 10/28/98 and 03/31/99 1
04/16/99
Holding
(500,000) 2
N/A
1,570,222
Expiration of Class A and Class B warrants 2
06/27/99
Holding
5,000
$2.56
1,325,222
Purchase of shares
03/01/00
Mr. Tsuff
69,995
N/A
1,395,217
Option grant from Issuer 3
06/02/04
Holding
(10,000)
$6.20
1,385,217
Sale of shares
03/23/05
Mr. Tsuff
(69,995) 3
N/A
1,315,222
Cashless exercise of stock options 3
03/23/05
Mr. Tsuff
38,9193
N/A
1,354,141
Net shares from cashless exercise of stock options 3
03/07/06
Isramco Negev 2
2,000
$16.98
1,356,141
Purchase of shares
03/07/06
Isramco Negev 2
264
$17.00
1,356,405
Purchase of shares
04/10/06
Isramco Negev 2
25,333
$15.00
1,381,738
Purchase of shares
04/10/06
Isramco Negev 2
34,667
$15.00
1,416,405
Purchase of shares
06/22/06
Isramco Negev 2
38
$17.00
1,416,443
Purchase of shares
06/26/06
Isramco Negev 2
100
$16.87
1,416,543
Purchase of shares
06/26/06
Isramco Negev 2
600
$16.80
1,417,143
Purchase of shares
07/24/06
Isramco Negev 2
350
$16.21
1,417,493
Purchase of shares
07/24/06
Isramco Negev 2
248
$16.86
1,417,741
Purchase of shares
07/25/06
Isramco Negev 2
650
$16.87
1,418,391
Purchase of shares
07/31/06
Isramco Negev 2
1,196
$17.00
1,419,587
Purchase of shares
08/04/06
Isramco Negev 2
444
$16.20
1,420,031
Purchase of shares
08/07/06
Isramco Negev 2
600
$17.18
1,420,631
Purchase of shares
08/10/06
Isramco Negev 2
692
$16.70
1,421,323
Purchase of shares
08/14/06
Isramco Negev 2
600
$16.87
1,421,923
Purchase of shares
08/14/06
Isramco Negev 2
600
$16.34
1,422,523
Purchase of shares
08/14/06
Isramco Negev 2
100
$16.43
1,422,623
Purchase of shares
08/14/06
Isramco Negev 2
500
$15.97
1,423,123
Purchase of shares
08/15/06
Isramco Negev 2
101
$16.40
1,423,224
Purchase of shares
08/17/06
Isramco Negev 2
904
$16.40
1,424,128
Purchase of shares
08/21/06
Isramco Negev 2
594
$17.10
1,424,722
Purchase of shares
08/21/06
Isramco Negev 2
400
$17.17
1,425,122
Purchase of shares
08/23/06
Isramco Negev 2
800
$17.39
1,425,922
Purchase of shares
08/23/06
Isramco Negev 2
304
$17.40
1,426,226
Purchase of shares
08/23/06
Isramco Negev 2
100
$17.10
1,426,326
Purchase of shares
09/01/06
Isramco Negev 2
689
$17.64
1,427,015
Purchase of shares
09/11/06
Isramco Negev 2
300
$17.47
1,427,315
Purchase of shares
09/11/06
Isramco Negev 2
24
$17.36
1,427,339
Purchase of shares
09/12/06
Isramco Negev 2
600
$17.60
1,427,939
Purchase of shares
09/12/06
Isramco Negev 2
101
$17.20
1,428,040
Purchase of shares
09/12/06
Isramco Negev 2
100
$16.72
1,428,140
Purchase of shares
09/12/06
Isramco Negev 2
614
$17.49
1,428,754
Purchase of shares
09/21/06
Isramco Negev 2
700
$17.88
1,429,454
Purchase of shares
09/21/06
Isramco Negev 2
400
$17.88
1,429,854
Purchase of shares
09/21/06
Isramco Negev 2
99
$17.60
1,429,953
Purchase of shares
09/21/06
Isramco Negev 2
100
$16.72
1,430,053
Purchase of shares
09/21/06
Isramco Negev 2
19
$17.88
1,430,072
Purchase of shares
09/22/06
Isramco Negev 2
28
$17.60
1,430,100
Purchase of shares
09/26/06
Isramco Negev 2
386
$17.81
1,430,486
Purchase of shares
09/26/06
Isramco Negev 2
100
$17.60
1,430,586
Purchase of shares
09/27/06
Isramco Negev 2
200
$17.60
1,430,786
Purchase of shares
10/03/06
Isramco Negev 2
600
$17.75
1,431,386
Purchase of shares
10/03/06
Isramco Negev 2
398
$17.97
1,431,784
Purchase of shares
10/04/06
Isramco Negev 2
4,761
$17.00
1,436,545
Purchase of shares
10/04/06
Isramco Negev 2
100
$18.00
1,436,645
Purchase of shares
10/16/06
Isramco Negev 2
657
$18.00
1,437,302
Purchase of shares
10/16/06
Isramco Negev 2
152
$17.80
1,437,454
Purchase of shares
10/17/06
Isramco Negev 2
946
$18.43
1,438,400
Purchase of shares
10/17/06
Isramco Negev 2
100
$17.99
1,438,500
Purchase of shares
10/23/06
Isramco Negev 2
1,322
$18.00
1,439,822
Purchase of shares
10/23/06
Isramco Negev 2
800
$18.34
1,440,622
Purchase of shares
10/25/06
Isramco Negev 2
205
$18.20
1,440,827
Purchase of shares
11/06/06
Isramco Negev 2
600
$18.41
1,441,427
Purchase of shares
11/06/06
Isramco Negev 2
400
$18.54
1,441,827
Purchase of shares
11/06/06
Isramco Negev 2
400
$18.35
1,442,227
Purchase of shares
11/06/06
Isramco Negev 2
405
$17.63
1,442,632
Purchase of shares
11/08/06
Isramco Negev 2
120
$18.61
1,442,752
Purchase of shares
11/13/06
Isramco Negev 2
2,000
$19.04
1,444,752
Purchase of shares
11/13/06
Isramco Negev 2
1,200
$18.51
1,445,952
Purchase of shares
11/13/06
Isramco Negev 2
520
$18.72
1,446,472
Purchase of shares
11/13/06
Isramco Negev 2
299
$19.12
1,446,771
Purchase of shares
11/15/06
Isramco Negev 2
2,595
$19.25
1,449,366
Purchase of shares
11/15/06
Isramco Negev 2
2,200
$19.26
1,451,566
Purchase of shares
11/15/06
Isramco Negev 2
1,600
$19.25
1,453,166
Purchase of shares
11/30/06
Isramco Negev 2
2,000
$21.00
1,455,166
Purchase of shares
11/30/06
Isramco Negev 2
2,000
$20.91
1,457,166
Purchase of shares
11/30/06
Isramco Negev 2
701
$20.70
1,457,867
Purchase of shares
12/04/06
Isramco Negev 2
5,000
$24.74
1,462,867
Purchase of shares
12/04/06
Isramco Negev 2
3,000
$24.32
1,465,867
Purchase of shares
12/04/06
Isramco Negev 2
1,400
$23.26
1,467,267
Purchase of shares
12/04/06
Isramco Negev 2
1,160
$24.70
1,468,427
Purchase of shares
12/04/06
Isramco Negev 2
700
$22.26
1,469,127
Purchase of shares
12/04/06
Isramco Negev 2
700
$21.80
1,469,827
Purchase of shares
12/04/06
Isramco Negev 2
400
$24.99
1,470,227
Purchase of shares
12/06/06
Isramco Negev 2
829
$25.86
1,471,056
Purchase of shares
12/06/06
Isramco Negev 2
500
$25.90
1,471,556
Purchase of shares
12/06/06
Isramco Negev 2
110
$25.86
1,471,666
Purchase of shares
12/11/06
Isramco Negev 2
350
$24.98
1,472,016
Purchase of shares
12/12/06
Isramco Negev 2
670
$25.60
1,472,686
Purchase of shares
12/12/06
Isramco Negev 2
300
$25.50
1,472,986
Purchase of shares
12/18/06
Isramco Negev 2
1,443
$28.16
1,474,429
Purchase of shares
12/18/06
Isramco Negev 2
727
$25.91
1,475,156
Purchase of shares
12/19/06
Isramco Negev 2
794
$28.02
1,475,950
Purchase of shares
12/20/06
Isramco Negev 2
700
$28.09
1,476,650
Purchase of shares
12/26/06
Isramco Negev 2
352
$28.47
1,477,002
Purchase of shares
01/03/07
Isramco Negev 2
1,094
$28.35
1,478,096
Purchase of shares
01/04/07
Isramco Negev 2
1,017
$28.75
1,479,113
Purchase of shares
01/08/07
Isramco Negev 2
1,000
$28.48
1,480,113
Purchase of shares
01/08/07
Isramco Negev 2
398
$28.80
1,480,511
Purchase of shares
01/08/07
Isramco Negev 2
400
$28.65
1,480,911
Purchase of shares
01/08/07
Isramco Negev 2
395
$28.73
1,481,306
Purchase of shares
01/08/07
Isramco Negev 2
300
$28.00
1,481,606
Purchase of shares
01/08/07
Isramco Negev 2
108
$28.65
1,481,714
Purchase of shares
01/09/07
Isramco Negev 2
300
$28.66
1,482,014
Purchase of shares
01/10/07
Isramco Negev 2
2,073
$30.05
1,484,087
Purchase of shares
01/10/07
Isramco Negev 2
497
$30.75
1,484,584
Purchase of shares
01/11/07
Isramco Negev 2
(600)
$29.10
1,483,984
Sale of shares
01/23/07
Isramco Negev 2
(1,100)
$27.80
1,482,884
Sale of shares
01/23/07
Isramco Negev 2
-
-
1,482,884
Private non-market transfer of 900 shares from Isramco Negev 2 to INOC
01/23/07
INOC
460
$27.52
1,483,344
Purchase of shares
01/23/07
INOC
100
$28.10
1,483,444
Purchase of shares
01/24/07
Isramco Negev 2
1,500
$29.73
1,484,944
Purchase of shares
01/24/07
Isramco Negev 2
592
$29.98
1,485,536
Purchase of shares
01/24/07
Isramco Negev 2
395
$29.90
1,485,931
Purchase of shares
01/24/07
Isramco Negev 2
367
$29.86
1,486,298
Purchase of shares
01/24/07
Isramco Negev 2/INOC
-
-
1,486,298
Private non-market transfer of 1,800 shares from Isramco Negev 2 to INOC
01/24/07
INOC
523
$28.22
1,486,821
Purchase of shares
01/29/07
INOC
4,000
$29.82
1,490,821
Purchase of shares
01/29/07
INOC
1,600
$28.92
1,492,421
Purchase of shares
01/29/07
INOC
1,000
$29.00
1,493,421
Purchase of shares
01/29/07
INOC
600
$29.98
1,494,021
Purchase of shares
01/29/07
INOC
600
$29.97
1,494,621
Purchase of shares
01/29/07
INOC
490
$29.94
1,495,111
Purchase of shares
01/29/07
INOC
401
$29.95
1,495,512
Purchase of shares
01/29/07
INOC
400
$29.97
1,495,912
Purchase of shares
01/29/07
INOC
400
$29.96
1,496,312
Purchase of shares
01/29/07
INOC
400
$29.96
1,496,712
Purchase of shares
01/29/07
INOC
300
$29.96
1,497,012
Purchase of shares
01/29/07
INOC
100
$27.80
1,497,112
Purchase of shares
02/01/07
Naphtha Exploration
642
$29.81
1,497,754
Purchase of shares
02/08/07
Isramco Negev 2
1,000
$30.50
1,498,754
Purchase of shares
02/12/07
Isramco Negev 2
1,704
$30.00
1,500,458
Purchase of shares
02/20/07
Naphtha Exploration
700
$29.74
1,501,158
Purchase of shares
02/20/07
Naphtha Exploration
600
$29.55
1,501,758
Purchase of shares
02/20/07
Naphtha Exploration
205
$29.75
1,501,963
Purchase of shares
02/21/07
Naphtha Exploration
1,100
$29.85
1,503,063
Purchase of shares
02/21/07
Naphtha Exploration
400
$30.60
1,503,463
Purchase of shares
03/01/07
Naphtha Exploration
2,000
$30.61
1,505,463
Purchase of shares
03/01/07
Naphtha Exploration
2,000
$30.42
1,507,463
Purchase of shares
03/01/07
Naphtha Exploration
2,000
$29.99
1,509,463
Purchase of shares
03/01/07
Isramco Negev 2
2,000
$31.33
1,511,463
Purchase of shares
03/01/07
INOC
2,000
$30.45
1,513,463
Purchase of shares
03/01/07
INOC
2,000
$30.42
1,515,463
Purchase of shares
03/01/07
INOC
2,000
$30.42
1,517,463
Purchase of shares
03/20/07
INOC
1,305
$30.49
1,518,768
Purchase of shares
03/20/07
INOC
200
$31.00
1,518,968
Purchase of shares
03/27/07
Naphtha Exploration
700
$33.00
1,519,668
Purchase of shares
03/27/07
Naphtha Exploration
200
$31.50
1,519,868
Purchase of shares
04/10/07
Naphtha Exploration
974
$33.10
1,520,842
Purchase of shares
04/16/07
Naphtha Exploration
500
$33.21
1,521,342
Purchase of shares
04/26/07
Naphtha Exploration
692
$31.06
1,522,034
Purchase of shares
04/26/07
Naphtha Exploration
2
$30.40
1,522,036
Purchase of shares
04/30/07
Naphtha Exploration
403
$32.00
1,522,439
Purchase of shares
04/30/07
Naphtha Exploration
398
$31.24
1,522,837
Purchase of shares
05/01/07
Naphtha Exploration
477
$32.73
1,523,314
Purchase of shares
05/01/07
Isramco Negev 2
(200)
$33.50
1,523,114
Sale of shares
05/01/07
INOC
5,650
$34.25
1,528,764
Purchase of shares
05/07/07
Naphtha Exploration
600
$26.88
1,529,364
Purchase of shares
05/07/07
Naphtha Exploration
400
$26.89
1,529,764
Purchase of shares
05/14/07
Naphtha Exploration
1,259
$37.87
1,531,023
Purchase of shares
05/16/07
Naphtha Exploration
1,100
$38.87
1,532,123
Purchase of shares
05/16/07
Naphtha Exploration
1,100
$38.73
1,533,223
Purchase of shares
05/16/07
Naphtha Exploration
267
$38.90
1,533,490
Purchase of shares
06/25/07
INOC
3,735
$41.95
1,537,225
Purchase of shares
06/25/07
INOC
2,000
$43.95
1,539,225
Purchase of shares
06/26/07
Naphtha Exploration
1,389
$44.57
1,540,614
Purchase of shares
06/27/07
Naphtha Exploration
2,000
$43.82
1,542,614
Purchase of shares
06/27/07
Naphtha Exploration
984
$44.00
1,543,598
Purchase of shares
07/02/07
INOC
1,327
$45.21
1,544,925
Purchase of shares
07/03/07
INOC
600
$45.49
1,545,525
Purchase of shares
07/03/07
INOC
500
$46.00
1,546,025
Purchase of shares
07/09/07
Naphtha Exploration
523
$46.00
1,546,548
Purchase of shares
07/17/07
INOC
600
$45.90
1,547,148
Purchase of shares
07/17/07
INOC
463
$44.28
1,547,611
Purchase of shares
07/30/07
Naphtha Exploration
2,000
$45.54
1,549,611
Purchase of shares
07/30/07
INOC
2,000
$45.31
1,551,611
Purchase of shares
08/09/07
INOC
1,000
$47.00
1,552,611
Purchase of shares
08/09/07
INOC
442
$47.50
1,553,053
Purchase of shares
08/09/07
INOC
400
$47.00
1,553,453
Purchase of shares
08/09/07
INOC
350
$45.00
1,553,803
Purchase of shares
08/09/07
INOC
357
$41.04
1,554,160
Purchase of shares
08/13/07
Naphtha Exploration
200
$47.99
1,554,360
Purchase of shares
08/13/07
Naphtha Exploration
200
$47.65
1,554,560
Purchase of shares
08/13/07
Naphtha Exploration
200
$47.34
1,554,760
Purchase of shares
08/13/07
Naphtha Exploration
200
$47.30
1,554,960
Purchase of shares
08/13/07
Naphtha Exploration
200
$47.00
1,555,160
Purchase of shares
08/13/07
Naphtha Exploration
200
$46.98
1,555,360
Purchase of shares
08/13/07
Naphtha Exploration
200
$46.97
1,555,560
Purchase of shares
08/13/07
Naphtha Exploration
200
$46.90
1,555,760
Purchase of shares
08/13/07
Naphtha Exploration
200
$47.30
1,555,960
Purchase of shares
08/21/07
INOC
900
$43.19
1,556,860
Purchase of shares
08/22/07
INOC
900
$46.55
1,557,760
Purchase of shares
08/27/07
INOC
400
$47.66
1,558,160
Purchase of shares
09/04/07
INOC
300
$48.47
1,558,460
Purchase of shares
09/04/07
INOC
300
$48.12
1,558,760
Purchase of shares
09/04/07
INOC
300
$48.12
1,559,060
Purchase of shares
09/04/07
INOC
300
$48.10
1,559,360
Purchase of shares
09/04/07
INOC
300
$47.85
1,559,660
Purchase of shares
09/11/07
INOC
35
$43.60
1,559,695
Purchase of shares
09/12/07
INOC
100
$43.60
1,559,795
Purchase of shares
09/14/07
INOC
1
$43.60
1,559,796
Purchase of shares
09/17/07
INOC
224
$43.60
1,560,020
Purchase of shares
09/24/07
INOC
483
$43.60
1,560,503
Purchase of shares
10/08/07
INOC
600
$39.62
1,561,103
Purchase of shares
10/08/07
INOC
600
$39.36
1,561,703
Purchase of shares
10/09/07
INOC
906
$41.26
1,562,609
Purchase of shares
10/09/07
INOC
100
$41.21
1,562,709
Purchase of shares
10/11/07
INOC
400
$45.46
1,563,109
Purchase of shares
10/11/07
INOC
400
$45.10
1,563,509
Purchase of shares
10/22/07
Naphtha Exploration
120
$43.00
1,563,629
Purchase of shares
10/23/07
Naphtha Exploration
283
$43.60
1,563,912
Purchase of shares
10/23/07
INOC
600
$43.60
1,564,512
Purchase of shares
10/29/07
Naphtha Exploration
400
$44.00
1,564,912
Purchase of shares
10/29/07
INOC
600
$44.24
1,565,512
Purchase of shares
11/14/07
Naphtha Exploration
8
$41.00
1,565,520
Purchase of shares
11/19/07
INOC
600
$42.34
1,566,120
Purchase of shares
11/19/07
INOC
100
$42.36
1,566,220
Purchase of shares
11/26/07
Naphtha Exploration
200
$41.00
1,566,420
Purchase of shares
11/28/07
INOC
400
$43.96
1,566,820
Purchase of shares
12/05/07
Naphtha Exploration
400
$45.48
1,567,220
Purchase of shares
12/05/07
Naphtha Exploration
400
$45.16
1,567,620
Purchase of shares
12/05/07
INOC
200
$45.50
1,567,820
Purchase of shares
12/13/07
INOC
300
$44.82
1,568,120
Purchase of shares
12/13/07
INOC
300
$44.00
1,568,420
Purchase of shares
12/17/07
INOC
400
$44.00
1,568,820
Purchase of shares
12/17/07
INOC
200
$45.89
1,569,020
Purchase of shares
12/24/07
Isramco Negev 2
5,700
$44.96
1,574,720
Purchase of shares
12/26/07
Naphtha Exploration
1,000
$44.87
1,575,720
Purchase of shares
12/27/07
Naphtha Exploration
400
$46.99
1,576,120
Purchase of shares
12/27/07
INOC
400
$46.62
1,576,520
Purchase of shares
01/01/08
Naphtha Exploration
300
$47.43
1,576,820
Purchase of shares
01/17/08
Naphtha Exploration
796
$42.96
1,577,616
Purchase of shares
01/17/08
Naphtha Exploration
98
$42.00
1,577,714
Purchase of shares
01/22/08
Naphtha Exploration
2
$42.00
1,577,716
Purchase of shares
01/23/08
Naphtha Exploration
600
$42.27
1,578,316
Purchase of shares
01/23/08
Naphtha Exploration
500
$42.00
1,578,816
Purchase of shares
01/28/08
INOC
600
$41.99
1,579,416
Purchase of shares
01/28/08
INOC
600
$41.96
1,580,016
Purchase of shares
01/28/08
INOC
328
$41.99
1,580,344
Purchase of shares
02/04/08
Naphtha Exploration
200
$42.00
1,580,544
Purchase of shares
02/12/08
INOC
12
$39.00
1,580,556
Purchase of shares
02/13/08
Naphtha Exploration
150
$42.60
1,580,706
Purchase of shares
02/27/08
INOC
400
$46.95
1,581,106
Purchase of shares
02/29/08
Naphtha Exploration
600
$46.98
1,581,706
Purchase of shares
03/05/08
Isramco Negev 2/Naphtha Exploration
-
-
1,581,706
Private non-market transfer of 1,500 shares from Isramco Negev 2 to Naphtha Exploration
03/05/08
Isramco Negev 2/INOC
-
-
1,581,706
Private non-market transfer of 1,500 shares from Isramco Negev 2 to INOC
03/11/08
Naphtha Exploration
500
$45.00
1,582,206
Purchase of shares
03/11/08
Naphtha Exploration
500
$44.97
1,582,706
Purchase of shares
03/19/08
Naphtha Exploration
14
$44.00
1,582,720
Purchase of shares
03/20/08
Naphtha Exploration
40
$44.00
1,582,760
Purchase of shares
03/25/08
INOC
456
$44.99
1,583,216
Purchase of shares
03/27/08
INOC
400
$47.31
1,583,616
Purchase of shares
03/31/08
Naphtha Exploration
400
$47.50
1,584,016
Purchase of shares
03/31/08
Naphtha Exploration
400
$47.49
1,584,416
Purchase of shares
03/31/08
INOC
200
$49.45
1,584,616
Purchase of shares
03/31/08
INOC
200
$48.50
1,584,816
Purchase of shares
04/16/08
INOC
400
$46.68
1,585,216
Purchase of shares
04/16/08
INOC
400
$46.63
1,585,616
Purchase of shares
04/16/08
INOC
400
$46.59
1,586,016
Purchase of shares
04/16/08
INOC
175
$46.70
1,586,191
Purchase of shares
04/25/08
INOC
400
$44.00
1,586,591
Purchase of shares
04/29/08
INOC
300
$44.00
1,586,891
Purchase of shares
04/30/08
INOC
400
$47.26
1,587,291
Purchase of shares
04/30/08
INOC
400
$47.20
1,587,691
Purchase of shares
04/30/08
INOC
10
$44.00
1,587,701
Purchase of shares
05/01/08
INOC
200
$44.00
1,587,901
Purchase of shares
05/02/08
INOC
90
$44.00
1,587,991
Purchase of shares
05/19/08
INOC
12
$44.00
1,588,003
Purchase of shares
05/28/08
Naphtha Exploration
140
$44.00
1,588,143
Purchase of shares
05/29/08
INOC
600
$49.00
1,588,743
Purchase of shares
06/12/08
Naphtha Exploration
500
$46.00
1,589,243
Purchase of shares
06/12/08
INOC
500
$47.00
1,589,743
Purchase of shares
06/12/08
INOC
500
$46.00
1,590,243
Purchase of shares
06/25/08
Naphtha Exploration
500
$48.74
1,590,743
Purchase of shares
06/25/08
INOC
500
$48.78
1,591,243
Purchase of shares
07/01/08
Naphtha Exploration
800
$48.75
1,592,043
Purchase of shares
07/01/08
INOC
300
$48.74
1,592,343
Purchase of shares
07/03/08
Mr. Tsuff
22,760
$48.74
1,615,103
Purchase of shares
07/23/08
Naphtha Exploration
400
$48.22
1,615,503
Purchase of shares
07/23/08
INOC
300
$48.45
1,615,803
Purchase of shares
07/29/08
INOC
722
$45.00
1,616,525
Purchase of shares
08/06/08
INOC
400
$46.28
1,616,925
Purchase of shares
08/20/08
INOC
500
$46.63
1,617,425
Purchase of shares
08/28/08
Naphtha Exploration
600
$45.99
1,618,025
Purchase of shares
08/28/08
INOC
500
$46.00
1,618,525
Purchase of shares
09/17/08
INOC
54
$38.00
1,618,579
Purchase of shares
10/02/08
Naphtha Exploration
500
$49.92
1,619,079
Purchase of shares
10/02/08
INOC
500
$48.00
1,619,579
Purchase of shares
11/12/08
Naphtha Exploration
1,800
$28.41
1,621,379
Purchase of shares
11/12/08
INOC
1,800
$29.98
1,623,179
Purchase of shares
11/12/08
INOC
1,328
$22.25
1,624,507
Purchase of shares
11/24/08
INOC
100
$30.10
1,624,607
Purchase of shares
12/23/08
INOC
563
$27.90
1,625,170
Purchase of shares
01/01/09
INOC
600
$30.36
1,625,770
Purchase of shares
01/01/09
INOC
183
$31.25
1,625,953
Purchase of shares
01/01/09
INOC
280
$30.49
1,626,233
Purchase of shares
01/14/09
INOC
271
$28.00
1,626,504
Purchase of shares
01/29/09
Naphtha Exploration
159
$62.00
1,626,663
Purchase of shares
01/29/09
INOC
13
$62.00
1,626,676
Purchase of shares
01/30/09
Naphtha Exploration
500
$62.00
1,627,176
Purchase of shares
01/30/09
INOC
500
$62.00
1,627,676
Purchase of shares
04/23/09
Naphtha Exploration
600
$38.59
1,628,276
Purchase of shares
04/23/09
Naphtha Exploration
325
$38.75
1,628,601
Purchase of shares
05/19/09
INOC
800
$42.92
1,629,401
Purchase of shares
05/20/09
Naphtha Exploration
400
$47.00
1,629,801
Purchase of shares
05/20/09
Naphtha Exploration
75
$45.45
1,629,876
Purchase of shares
06/29/09
Naphtha Exploration
(1,100)
$118.03
1,628,776
Sale of shares
06/29/09
Naphtha Exploration
(400)
$118.02
1,628,376
Sale of shares
06/29/09
Naphtha Exploration
(100)
$120.00
1,628,276
Sale of shares
07/02/09
Naphtha Exploration
200
$118.00
1,628,476
Open market purchase
07/08/09
Naphtha Exploration
(574)
$125.39
1,627,902
Sale of shares
07/08/09
INOC
(2,000)
$129.16
1,625,902
Sale of shares
07/08/09
INOC
(800)
$127.92
1,625,102
Sale of shares
08/25/09
Naphtha Exploration
(203)
$152.00
1,624,899
Sale of shares
08/31/09
Naphtha Exploration
(600)
$160.00
1,624,299
Sale of shares
08/31/09
Naphtha Exploration
(400)
$159.08
1,623,899
Sale of shares
08/31/09
Naphtha Exploration
(400)
$158.00
1,623,499
Sale of shares
08/31/09
Naphtha Exploration
(400)
$154.34
1,623,099
Sale of shares
08/31/09
Naphtha Exploration
(300)
$160.30
1,622,799
Sale of shares
08/31/09
Naphtha Exploration
(196)
$164.00
1,622,603
Sale of shares
09/03/09
INOC
(1,200)
$168.00
1,621,403
Sale of shares
09/03/09
INOC
(520)
$170.00
1,620,883
Sale of shares
09/09/09
Naphtha Exploration
(1,500)
$169.68
1,619,383
Sale of shares
09/09/09
Naphtha Exploration
(86)
$169.60
1,619,297
Sale of shares
09/17/09
INOC
(1,205)
$142.41
1,618,092
Sale of shares
09/23/09
INOC
(800)
$137.58
1,617,292
Sale of shares
09/23/09
INOC
(529)
$136.00
1,616,763
Sale of shares
09/23/09
INOC
(100)
$136.01
1,616,663
Sale of shares
05/05/10
INOC/Holding
-
-
1,616,663
Private non-market transfer of 32,321 shares from INOC to Holding
07/02/10
Holding
1,200
$49.50
1,617,863
Purchase of shares
07/02/10
Holding
1,200
$50.00
1,619,063
Purchase of shares
07/02/10
Holding
470
$49.00
1,619,533
Purchase of shares
07/06/10
Holding
554
$51.76
1,620,087
Purchase of shares
07/06/10
Holding
501
$52.01
1,620,588
Purchase of shares
07/06/10
Holding
500
$51.59
1,621,088
Purchase of shares
07/06/10
Holding
494
$51.56
1,621,582
Purchase of shares
07/06/10
Holding
196
$51.99
1,621,778
Purchase of shares
07/06/10
Holding
183
$51.80
1,621,961
Purchase of shares
07/06/10
Holding
100
$52.00
1,622,061
Purchase of shares
07/06/10
Holding
100
$51.94
1,622,161
Purchase of shares
07/06/10
Holding
100
$51.90
1,622,261
Purchase of shares
07/06/10
Holding
100
$51.53
1,622,361
Purchase of shares
07/06/10
Holding
100
$51.34
1,622,461
Purchase of shares
07/06/10
Holding
69
$51.75
1,622,530
Purchase of shares
07/06/10
Holding
34
$51.96
1,622,564
Purchase of shares
07/06/10
Holding
10
$51.98
1,622,574
Purchase of shares
07/06/10
Holding
100
$52.00
1,622,674
Purchase of shares
07/19/10
Holding
1,535
$52.40
1,624,209
Purchase of shares
07/21/10
Holding
598
$49.60
1,624,807
Purchase of shares
07/21/10
Holding
13
$48.90
1,624,820
Purchase of shares
07/22/10
Holding
1,200
$53.45
1,626,020
Purchase of shares
07/22/10
Holding
461
$52.20
1,626,481
Purchase of shares
07/22/10
Holding
265
$52.18
1,626,746
Purchase of shares
07/22/10
Holding
238
$50.92
1,626,984
Purchase of shares
07/22/10
Holding
205
$52.21
1,627,189
Purchase of shares
07/22/10
Holding
115
$52.50
1,627,304
Purchase of shares
07/22/10
Holding
100
$52.98
1,627,404
Purchase of shares
07/22/10
Holding
84
$53.00
1,627,488
Purchase of shares
07/22/10
Holding
31
$52.19
1,627,519
Purchase of shares
07/22/10
Holding
700
$53.45
1,628,219
Purchase of shares
07/26/10
Holding
342
$54.42
1,628,561
Purchase of shares
07/26/10
Holding
1
$54.45
1,628,562
Purchase of shares
07/29/10
Holding
127
$52.25
1,628,689
Purchase of shares
07/29/10
Holding
280
$52.97
1,628,969
Purchase of shares
07/29/10
Holding
8
$52.99
1,628,977
Purchase of shares
07/29/10
Holding
414
$53.00
1,629,391
Purchase of shares
07/29/10
Holding
100
$53.85
1,629,491
Purchase of shares
07/29/10
Holding
176
$54.05
1,629,667
Purchase of shares
08/10/10
Holding
1
$55.97
1,629,668
Purchase of shares
08/10/10
Holding
500
$55.03
1,630,168
Purchase of shares
08/10/10
Holding
799
$56.00
1,630,967
Purchase of shares
08/11/10
Holding
56
$54.46
1,631,023
Purchase of shares
08/11/10
Holding
1
$53.75
1,631,024
Purchase of shares
08/11/10
Holding
100
$54.49
1,631,124
Purchase of shares
08/11/10
Holding
98
$54.50
1,631,222
Purchase of shares
08/11/10
Holding
80
$54.19
1,631,302
Purchase of shares
08/11/10
Holding
262
$56.00
1,631,564
Purchase of shares
08/11/10
Naphtha Exploration / Holding
-
-
1,631,564
Private non-market transfer of 23,400 shares from Naphtha Exploration to Holding
08/11/10
INOC/Holding
-
-
1,631,564
Private non-market transfer of 32,874 shares from INOC to Holding
08/31/10
Holding
118
$48.30
1,631,682
Purchase of shares
09/01/10
Holding
300
$49.63
1,631,982
Purchase of shares
09/01/10
Holding
17
$50.88
1,631,999
Purchase of shares
09/01/10
Holding
100
$50.60
1,632,099
Purchase of shares
09/01/10
Holding
61
$50.77
1,632,160
Purchase of shares
09/01/10
Holding
52
$50.89
1,632,212
Purchase of shares
09/01/10
Holding
261
$50.90
1,632,473
Purchase of shares
09/01/10
Holding
12
$52.54
1,632,485
Purchase of shares
09/01/10
Holding
50
$52.64
1,632,535
Purchase of shares
09/01/10
Holding
249
$52.69
1,632,784
Purchase of shares
09/01/10
Holding
100
$52.75
1,632,884
Purchase of shares
09/01/10
Holding
12
$52.74
1,632,896
Purchase of shares
09/01/10
Holding
400
$52.86
1,633,296
Purchase of shares
09/01/10
Holding
100
$52.75
1,633,396
Purchase of shares
09/01/10
Holding
100
$52.98
1,633,496
Purchase of shares
09/02/10
Holding
100
$52.85
1,633,596
Purchase of shares
09/02/10
Holding
50
$53.00
1,633,646
Purchase of shares
09/13/10
Holding
300
$57.50
1,633,946
Purchase of shares
09/13/10
Holding
200
$57.56
1,634,146
Purchase of shares
09/13/10
Holding
100
$57.59
1,634,246
Purchase of shares
09/13/10
Holding
289
$58.00
1,634,535
Purchase of shares
09/13/10
Holding
100
$57.95
1,634,635
Purchase of shares
09/13/10
Holding
100
$57.98
1,634,735
Purchase of shares
09/13/10
Holding
200
$58.00
1,634,935
Purchase of shares
09/13/10
Holding
301
$58.02
1,635,236
Purchase of shares
09/13/10
Holding
400
$58.85
1,635,636
Purchase of shares
09/13/10
Holding
100
$58.95
1,635,736
Purchase of shares
09/13/10
Holding
100
$58.99
1,635,836
Purchase of shares
09/13/10
Holding
100
$59.00
1,635,936
Purchase of shares
09/16/10
Holding
2
$56.00
1,635,938
Purchase of shares
09/20/10
Holding
48
$56.00
1,635,986
Purchase of shares
10/14/10
Holding
600
$56.96
1,636,586
Purchase of shares
10/14/10
Holding
1,200
$56.99
1,637,786
Purchase of shares
10/14/10
Holding
600
$56.98
1,638,386
Purchase of shares
10/14/10
Holding
195
$57.00
1,638,581
Purchase of shares
10/26/10
Holding
1,200
$56.58
1,639,781
Purchase of shares
10/26/10
Holding
400
$56.89
1,640,181
Purchase of shares
10/26/10
Holding
215
$56.86
1,640,396
Purchase of shares
10/26/10
Holding
97
$57.00
1,640,493
Purchase of shares
10/27/10
Holding
500
$58.10
1,640,993
Purchase of shares
10/27/10
Holding
400
$58.48
1,641,393
Purchase of shares
10/27/10
Holding
200
$55.32
1,641,593
Purchase of shares
10/27/10
Holding
100
$58.49
1,641,693
Purchase of shares
10/27/10
Holding
100
$58.09
1,641,793
Purchase of shares
10/27/10
Holding
95
$58.07
1,641,888
Purchase of shares
10/27/10
Holding
3
$57.47
1,641,891
Purchase of shares
10/27/10
Holding
2
$57.45
1,641,893
Purchase of shares
10/27/10
Holding
1
$58.08
1,641,894
Purchase of shares
11/01/10
Holding
600
$59.60
1,642,494
Purchase of shares
11/01/10
Holding
100
$57.74
1,642,594
Purchase of shares
11/01/10
Holding
100
$57.71
1,642,694
Purchase of shares
11/01/10
Holding
100
$57.65
1,642,794
Purchase of shares
11/01/10
Holding
1
$57.80
1,642,795
Purchase of shares
11/09/10
Holding
400
$59.84
1,643,195
Purchase of shares
11/09/10
Holding
300
$59.90
1,643,495
Purchase of shares
11/09/10
Holding
200
$59.88
1,643,695
Purchase of shares
11/09/10
Holding
200
$59.18
1,643,895
Purchase of shares
11/09/10
Holding
173
$59.79
1,644,068
Purchase of shares
11/09/10
Holding
100
$59.93
1,644,168
Purchase of shares
11/09/10
Holding
100
$59.92
1,644,268
Purchase of shares
11/09/10
Holding
100
$59.90
1,644,368
Purchase of shares
11/09/10
Holding
100
$59.89
1,644,468
Purchase of shares
11/09/10
Holding
100
$59.87
1,644,568
Purchase of shares
11/09/10
Holding
100
$59.45
1,644,668
Purchase of shares
11/09/10
Holding
90
$59.78
1,644,758
Purchase of shares
11/09/10
Holding
90
$59.44
1,644,848
Purchase of shares
11/09/10
Holding
4
$59.91
1,644,852
Purchase of shares
11/11/10
Holding
2,000
$59.24
1,646,852
Purchase of shares
12/30/10
Isramco Negev 2
(2,000)
$85.28
1,644,852
Sales of shares
08/01/11
Holding
800
$59.78
1,645,652
Purchase of shares
08/08/11
Holding
476
$55.50
1,646,128
Purchase of shares
08/08/11
Holding
400
$56.51
1,646,528
Purchase of shares
08/08/11
Holding
400
$56.50
1,646,928
Purchase of shares
08/08/11
Holding
400
$56.44
1,647,328
Purchase of shares
08/08/11
Holding
200
$57.00
1,647,528
Purchase of shares
08/08/11
Holding
100
$56.75
1,647,628
Purchase of shares
08/08/11
Holding
1
$54.77
1,647,629
Purchase of shares
08/14/11
Holding
246
$57.50
1,647,875
Purchase of shares
08/18/11
Holding
100
$58.40
1,647,975
Purchase of shares
08/18/11
Holding
600
$59.00
1,648,575
Purchase of shares
08/19/11
Holding
1,900
$58.40
1,650,475
Purchase of shares
08/22/11
Holding
171
$60.20
1,650,646
Purchase of shares
09/07/11
Holding
104
$59.97
1,650,750
Purchase of shares
09/07/11
Holding
10
$59.99
1,650,760
Purchase of shares
09/07/11
Holding
64
$59.99
1,650,824
Purchase of shares
09/07/11
Holding
87
$60.00
1,650,911
Purchase of shares
09/07/11
Holding
100
$60.00
1,651,011
Purchase of shares
09/07/11
Holding
100
$60.00
1,651,111
Purchase of shares
09/07/11
Holding
1
$60.03
1,651,112
Purchase of shares
09/07/11
Holding
100
$60.38
1,651,212
Purchase of shares
09/07/11
Holding
57
$60.26
1,651,269
Purchase of shares
09/07/11
Holding
100
$60.45
1,651,369
Purchase of shares
09/07/11
Holding
100
$60.50
1,651,469
Purchase of shares
09/07/11
Holding
178
$60.49
1,651,647
Purchase of shares
09/07/11
Holding
200
$60.50
1,651,847
Purchase of shares
09/07/11
Holding
5
$60.50
1,651,852
Purchase of shares
09/07/11
Holding
300
$60.50
1,652,152
Purchase of shares
09/07/11
Holding
200
$60.50
1,652,352
Purchase of shares
09/07/11
Holding
100
$61.00
1,652,452
Purchase of shares
09/07/11
Holding
100
$61.00
1,652,552
Purchase of shares
09/07/11
Holding
100
$61.00
1,652,652
Purchase of shares
09/07/11
Holding
100
$61.00
1,652,752
Purchase of shares
09/07/11
Holding
150
$61.00
1,652,902
Purchase of shares
09/07/11
Holding
200
$61.49
1,653,102
Purchase of shares
09/07/11
Holding
200
$60.80
1,653,302
Purchase of shares
09/07/11
Holding
4
$60.80
1,653,306
Purchase of shares
09/08/11
Holding
901
$60.20
1,654,207
Purchase of shares
09/09/11
Holding
1,509
$59.00
1,655,716
Purchase of shares
09/12/11
Holding
491
$59.00
1,656,207
Purchase of shares
09/12/11
Holding
100
$59.00
1,656,307
Purchase of shares
09/12/11
Holding
100
$59.00
1,656,407
Purchase of shares
10/10/11
Isramco Negev 2
(64)
$65.34
1,656,343
Sale of shares
04/23/12
Naphtha Exploration
(460)
$93.00
1,655,883
Sale of shares
04/23/12
Naphtha Exploration
(200)
$93.40
1,655,683
Sale of shares
04/23/12
Naphtha Exploration
(200)
$92.01
1,655,483
Sale of shares
04/23/12
Naphtha Exploration
(190)
$93.30
1,655,293
Sale of shares
04/23/12
Naphtha Exploration
(150)
$92.00
1,655,143
Sale of shares
04/23/12
Naphtha Exploration
(105)
$93.01
1,655,038
Sale of shares
04/23/12
Naphtha Exploration
(100)
$93.11
1,654,938
Sale of shares
04/23/12
Naphtha Exploration
(100)
$93.02
1,654,838
Sale of shares
04/23/12
Naphtha Exploration
(92)
$93.04
1,654,746
Sale of shares
04/23/12
Naphtha Exploration
(60)
$93.12
1,654,686
Sale of shares
04/23/12
Naphtha Exploration
(50)
$93.50
1,654,636
Sale of shares
04/23/12
Naphtha Exploration
(5)
$93.10
1,654,631
Sale of shares
04/24/12
Naphtha Exploration
(679)
$94.00
1,653,952
Sale of shares
04/24/12
Naphtha Exploration
(600)
$95.06
1,653,352
Sale of shares
04/24/12
Naphtha Exploration
(600)
$95.00
1,652,752
Sale of shares
04/30/12
Naphtha Exploration
(1,000)
$92.43
1,651,752
Sale of shares
04/30/12
Naphtha Exploration
(600)
$92.60
1,651,152
Sale of shares
04/30/12
Naphtha Exploration
(400)
$92.80
1,650,752
Sale of shares
04/30/12
Naphtha Exploration
(400)
$92.10
1,650,352
Sale of shares
04/30/12
Naphtha Exploration
(200)
$94.00
1,650,152
Sale of shares
04/30/12
Naphtha Exploration
(161)
$92.04
1,649,991
Sale of shares
04/30/12
Naphtha Exploration
(150)
$92.00
1,649,841
Sale of shares
04/30/12
Naphtha Exploration
(114)
$92.63
1,649,727
Sale of shares
04/30/12
Naphtha Exploration
(100)
$94.45
1,649,627
Sale of shares
04/30/12
Naphtha Exploration
(100)
$94.11
1,649,527
Sale of shares
04/30/12
Naphtha Exploration
(99)
$94.17
1,649,428
Sale of shares
04/30/12
Naphtha Exploration
(99)
$94.12
1,649,329
Sale of shares
04/30/12
Naphtha Exploration
(100)
$92.02
1,649,229
Sale of shares
04/30/12
Naphtha Exploration
(98)
$93.00
1,649,131
Sale of shares
04/30/12
Naphtha Exploration
(26)
$92.60
1,649,105
Sale of shares
04/30/12
Naphtha Exploration
(24)
$94.03
1,649,081
Sale of shares
05/24/12
IOC 4
21,000
$95.00
1,670,081
Purchase of shares
06/04/12
Holding
2,800
$76.66
1,672,881
Purchase of shares
06/05/12
Holding
900
$79.90
1,673,781
Purchase of shares
06/06/12
Holding
402
$89.82
1,674,183
Purchase of shares
06/07/12
Holding
1,442
$88.97
1,675,625
Purchase of shares
06/08/12
IOC 4
15,000
$88.30
1,690,625
Purchase of shares
06/11/12
Holding
1,691
$87.69
1,692,316
Purchase of shares
06/20/12
IOC 4
25,000
$89.50
1,717,316
Purchase of shares
06/22/12
IOC
20,000
$88.30
1,737,316
Purchase of shares
07/19/12
IOC
24,500
$95.31
1,761,816
Purchase of shares
09/24/12
IOC
20,000
$97.00
1,781,816
Purchase of shares
09/24/12
IOC
10,000
$97.50
1,791,816
Purchase of shares
11/20/12
Holding
2,504
$88.50
1,794,320
Purchase of shares
12/17/12
Isramco Negev 2 / Holding
-
-
1,794,320
Private non-market transfer of 134,037 shares from Isramco Negev 2 to Holding
04/12/13
IOC
27,500
$98.15
1,821,820
Purchase of shares
05/28/13
Holding
3,504
$88.50
1,825,324
Purchase of shares

1
Between the date of the prior Amendment No. 9 on December 30, 1998 and the Issuer’s filing of its Definitive Proxy Statement reporting beneficial ownership as of March 31, 1999, Holding acquired 60,699 shares.  Despite diligent efforts, Holding has been unable to locate the transaction details related to these acquisitions, but will endeavor to update and amend this schedule if such transaction details are located in the future.
2
Holding previously held Class A Warrants and Class B Warrants to purchase up to 500,000 shares of the Issuer’s Common Stock.  These warrants expired unexercised on April 16, 1999.  The “Total Shares Beneficially Owned by All Reporting Persons” for dates prior to April 16, 1999 include the 500,000 shares of Common Stock previously subject to these warrants.
3
In March 2000, the Issuer granted Mr. Tsuff stock options to purchase up to 69,995 shares of Common Stock.  Mr. Tsuff exercised the stock options in March 2005 in a cashless exercise for which he received, net, 38,919 shares of Common Stock.  The “Total Shares Beneficially Owned by All Reporting Persons” in the table above includes the 69,995 shares that were subject to the stock options from the date granted until the date exercised.
4
These purchases were intended to have been made for the account of IOC but were inadvertently made for the account of Holding, and prior disclosures on Form 4 and in the Issuer’s filings may reflect such shares inadvertently being owned by Holding rather than IOC.
 
 
 
 
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