UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 04)
Delek US Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
246647 10 1
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
246647 10 1 | SCHEDULE 13G | Page 2 of 8 Pages |
| 1. | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Delek Hungary Holding LTD Liability CO | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o | |||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER None | ||
| 6. | SHARED VOTING POWER 3,008,078 | |||
| 7. | SOLE DISPOSITIVE POWER None | |||
| 8. | SHARED DISPOSITIVE POWER 3,008,078 | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,008,078 | |||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.15% | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC | |||
Page 2 of 8 Pages
246647 10 1 | SCHEDULE 13G | Page 3 of 8 Pages |
| 1. | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Itshak Sharon | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o | |||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER None | ||
| 6. | SHARED VOTING POWER 3,008,078 | |||
| 7. | SOLE DISPOSITIVE POWER None | |||
| 8. | SHARED DISPOSITIVE POWER 3,008,078 | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,008,078 (consists of 3,008,078 shares owned of record by Delek Hungary Holding Limited Liability Company) | |||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.15% | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
Page 3 of 8 Pages
246647 10 1 | SCHEDULE 13G | Page 4 of 8 Pages |
| 1. | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Delek Group, Ltd. | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o | |||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER None | ||
| 6. | SHARED VOTING POWER 3,008,078 | |||
| 7. | SOLE DISPOSITIVE POWER None | |||
| 8. | SHARED DISPOSITIVE POWER 3,008,078 | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,008,078 (consists of 3,008,078 shares owned of record by Delek Hungary Holding Limited Liability Company) | |||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.15% | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |||
Page 4 of 8 Pages
246647 10 1 | SCHEDULE 13G | Page 5 of 8 Pages |
| 1. | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Delek Petroleum, Ltd. | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o | |||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER None | ||
| 6. | SHARED VOTING POWER 3,008,078 | |||
| 7. | SOLE DISPOSITIVE POWER None | |||
| 8. | SHARED DISPOSITIVE POWER 3,008,078 | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,008,078 (consists of 3,008,078 shares owned of record by Delek Hungary Holding Limited Liability Company) | |||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.15% | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |||
Page 5 of 8 Pages
| ITEM 1(A) | NAME OF ISSUER: |
Delek US Holdings, Inc.
| ITEM 1(B) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
Address of Issuer’s Principal Executive Offices
7102 Commerce Way, Brentwood, Tennessee 37027b
| ITEM 2(A) | NAME OF PERSON FILING: |
This schedule is being filed jointly by Itshak Sharon (Tshuva), Delek Group, Ltd. (“Delek Group”), Delek Petroleum, Ltd. (“Delek Petroleum”), and Delek Hungary Holding Limited Liability Company (“Delek Hungary”).
| ITEM 2(B) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
The address of Mr. Sharon, Delek Group and Delek Petroleum is 7, Giborei Israel Street, P.O.B. 8464, Industrial Zone South, Netanya, Israel 42504. The address of Delek Hungary is 1062 Budapest, Andrássy út 100. II, Hungary.
| ITEM 2(C) | CITIZENSHIP: |
Mr. Sharon is an Israeli citizen. Delek Group is an Israeli corporation. Delek Petroleum is an Israeli corporation. Delek Hungary is a Hungarian limited liability company.
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES: |
Common Stock, par value $0.01 per share (the “Common Stock”)
| ITEM 2(E) | CUSIP NUMBER: |
246647 10 1
| ITEM 3 | IF THIS STATEMENT IS FILED PURSUANT TO SS. 240.13D-1(B) OR SS. 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS IN ONE OF THE CATEGORIES IDENTIFIED: |
[___________].
| ITEM 4 | OWNERSHIP: |
| (a) | Amount Beneficially Owned: | 3,008,078 |
| (b) | Percent of Class: | 5.15% |
| (c) | Number of Shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: | 0 |
| (ii) | Shared power to vote or to direct the vote: | 3,008,078 |
| (iii) | Sole power to dispose of or direct the disposition of: | 0 |
| (iv) | Shared power to dispose of or direct the disposition of: | 3,008,078 |
Page 6 of 8 Pages
| ITEM 5 | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
Not Applicable
| ITEM 6 | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
Not Applicable
| ITEM 7 | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
Not Applicable
| ITEM 8 | IDENTIFICATION AND CLASSIFICATION OF MEMBER OF THE GROUP: |
Not Applicable
| ITEM 9 | NOTICE OF DISSOLUTION OF GROUP: |
Not Applicable
| ITEM 10 | CERTIFICATION: |
Not Applicable
Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 17, 2015 | ||||
| By: | /s/ Itshak Sharon | |||
| Name: | Itshak Sharon (Tshuva) | |||
| Title: | ||||
| Dated: February 17, 2015 | ||||
| Delek Group, Ltd. | ||||
| By: | /s/ Asaf Bartfeld | |||
| Name: | Asaf Bartfeld | |||
| Title: | Chief Executive Officer | |||
| Dated: February 17, 2015 | ||||
| Delek Petroleum, Ltd. | ||||
| By: | /s/ Leora Pratt Levin | |||
| Name: | Leora Pratt Levin | |||
| Title: | Secretary | |||
| Dated: February 17, 2015 | ||||
| Delek Hungary Holding Limited Liability Company | ||||
| By: | /s/ Barak Mashraki | |||
| Name: | Barak Mashraki | |||
| Title: | Managing Director | |||
Page 8 of 8 Pages