UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A* Under the Securities Exchange Act of 1934 RETALIX LTD (Name of Issuer) Ordinary Shares, nominal value NIS 1.00 per share (Title of Class of Securities) M8215W109 (CUSIP Number) Joshua M. Schwartz Flatbush Watermill, LLC 1325 Avenue of the Americas 27th Floor New York, NY 10019 (212) 763-8483 With a copy to: Matthew J. Day, Esq. 380 Lexington Avenue, Suite 1700 New York, NY 10168 (212) 673-0484 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 2011 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, 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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13D/A CUSIP No. M8215W109 Page 2 of 11 1. Name of Reporting Person. Joshua Schwartz 2. Check the Appropriate Box if a Member of a Group. (a) [X] (b) [ ] 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). [ ] 6. Citizenship or Place of Organization. State of Delaware Number of Shares Beneficially Owned byEach Reporting Person With: 7. Sole Voting Power. -0- 8. Shared Voting Power. 2,214,939 9. Sole Dispositive Power. -0- 10. Shared Dispositive Power. 2,214,939 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 2,214,939 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 9.17% 14. Type of Reporting Person. IN Schedule 13D/A CUSIP No. M8215W109 Page 3 of 11 1. Name of Reporting Person. Flatbush Watermill, LLC 2. Check the Appropriate Box if a Member of a Group. (a) [X] (b) [ ] 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). [ ] 6. Citizenship or Place of Organization. State of Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power. -0- 8. Shared Voting Power. 2,214,939 9. Sole Dispositive Power. -0- 10. Shared Dispositive Power. 2,214,939 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 2,214,939 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 9.17% 14. Type of Reporting Person. OO Schedule 13D/A CUSIP No. M8215W109 Page 4 of 11 1. Name of Reporting Person. Flatbush Watermill Management, LLC 2. Check the Appropriate Box if a Member of a Group. (a) [X] (b) [ ] 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). [ ] 6. Citizenship or Place of Organization. State of Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power. -0- 8. Shared Voting Power. 2,214,939 9. Sole Dispositive Power. -0- 10. Shared Dispositive Power. 2,214,939 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 2,214,939 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 9.17% 14. Type of Reporting Person. OO Schedule 13D/A CUSIP No. M8215W109 Page 5 of 11 1. Name of Reporting Person. FW2, LP 2. Check the Appropriate Box if a Member of a Group. (a) [X] (b) [ ] 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). [ ] 6. Citizenship or Place of Organization. State of Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power. -0- 8. Shared Voting Power. 217,000 9. Sole Dispositive Power. -0- 10. Shared Dispositive Power. 217,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 217,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11). Less than 1% 14. Type of Reporting Person. PN Schedule 13D/A CUSIP No. M8215W109 Page 6 of 11 1. Name of Reporting Person. FW3, LP 2. Check the Appropriate Box if a Member of a Group. (a) [X] (b) [ ] 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). [ ] 6. Citizenship or Place of Organization. State of Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power. -0- 8. Shared Voting Power. 1,997,939 9. Sole Dispositive Power. -0- 10. Shared Dispositive Power. 1,997,939 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,997,939 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11). 8.27% 14. Type of Reporting Person. PN ITEM 1. SECURITY AND ISSUER This Statement of Beneficial Ownership on Schedule 13D (this Statement) relates to the Ordinary Shares, nominal value NIS 1.00 per share (Ordinary Shares) of Retalix, Ltd., a company formed under the laws of Israel (Issuer). The principal executive offices of the Issuer are located at 10 Zarhin Street,Ra anana 43000, Israel. ITEM 2. IDENTITY AND BACKGROUND (a)-(f). This Statement is filed by FW2, LP (FW2), FW3, LP (FW3), Flatbush Watermill, LLC (Flatbush Watermill), Flatbush Watermill Management, LLC (Flatbush Watermill Management) and Joshua Schwartz. Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons. Each of FW2 and FW3 is a limited partnership organized under the laws of the State Delaware. The principal business of each of FW2 and FW3 is to seek to make investments with the goal of creating long-term value. Flatbush Watermill, a limited liability company organized under the laws of the State of Delaware, is the general partner of FW2 and FW3. Flatbush Watermill Management, a limited liability company organized under the laws of the State of Delaware, is the investment manager of FW2 and FW3. Joshua Schwartz is a citizen of the United States whose principal occupation is serving as the Managing Member of each of Flatbush Watermill and Flatbush Watermill Management. Flatbush Watermill Management has the power to dispose and vote the securities held by each of FW2 and FW3. Accordingly, each of Flatbush Watermill, Flatbush Watermill Management and Mr. Schwartz may be deemed to beneficially own the shares owned by each of FW2 and FW3. The business address for each reporting person is 1325 Avenue of the Americas 27th Floor, New York, NY 10019 During the last five years, no reporting person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has any reporting person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such reporting person was or is subject to a judgment, decree of 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate purchase price of the 217,000 Ordinary Shares held by FW2 was $2,870,086.05 (including brokerage fees and expenses). All Ordinary Shares beneficially held by FW2 were paid for using its working capital. The aggregate purchase price of the 1,997,939 Ordinary Shares held by FW3 was $27,405,758.22 (including brokerage fees and expenses). All Ordinary Shares beneficially held by FW3 were paid for using its working capital. ITEM 4. PURPOSE OF TRANSACTION (a)-(j). The Reporting Persons have acquired Ordinary Shares of Retalix, Ltd. with the belief that the Issuer is strategically well positioned to deliver innovative products and related services primarily to the retail industry. The Reporting Persons further believe that relatively recent changes in its structure and focus, position the Issuer to take better advantage of a strong competitive position built over the previous two decades. The Reporting Persons further believe that over time, they might be able to contribute valuable ideas and insight to management that could contribute to long-term value creation. Accordingly, the Reporting Persons may communicate with other shareholders and management of the Issuer about maximizing the value of the Ordinary Shares. Except as set forth herein, the Ordinary Shares have been acquired by the Reporting Persons for investment purposes and were not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect. The Reporting Persons reserve the right to change their plan and intentions at any time as they deem appropriate. The Reporting Persons may acquire additional Ordinary Shares, dispose all or some of the Ordinary Shares from time to time, in each case in the open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Ordinary Shares, depending on business and market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors. Over time, the Reporting Persons may engage in hedging or similar transactions with respect to the Ordinary Shares. Depending on factors deemed relevant by the Reporting Persons, including but not limited to a change in the Issuer's business, governance or financial situation, the Reporting Persons reserves the right to formulate other plans and/or make proposals, and take such other actions as the Reporting Persons, or any of them, may determine. Presently the Reporting Persons have no plans or proposals which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) As of August 1, 2011, the aggregate number of Ordinary Shares and percentage of the outstanding Ordinary Shares of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows: Reporting Aggregate Number Number Approximate Person Number of of Percentage* of Shares Shares: Shares: Sole Shared Power Power to to Vote Vote or or Dispose Dispose Mr. Schwartz 2,214,939 0 2,214,939 9.17% (1)(2)(3) Flatbush Watermill 2,214,939 0 2,214,939 9.17% (1)(2)(3) Flatbush 2,214,939 0 2,214,939 9.17% Watermill Management (1)(2)(3) FW2 (1)(2) 217,000 0 217,000 ** FW3 (1)(3) 1,997,939 0 1,997,939 8.27% *Based on 24,160,075 Ordinary Shares outstanding as of April 14, 2011, as disclosed in the Issuer's Report of Foreign Private Issuer on Form 20-F filed with the Securities and Exchange Commission on April 14, 2011. ** Less than one percent. (1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons except to the extent of such Reporting Person's pecuniary interest therein, if any. (2) Each of Mr. Schwartz, Flatbush Watermill and Flatbush Watermill Management share with FW2 the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 217,000 Ordinary Shares owned by FW2. (3) Each of Mr. Schwartz, Flatbush Watermill and Flatbush Watermill Management share with FW3 the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 1,996,539 Ordinary Shares owned by FW3. (c) The table below lists all the transactions in the Issuer's Common Stock since the most recent filing of this Schedule 13D by the Reporting Persons. All such transactions were made by RIC and RI in a public offering by the Issuer. Transactions in Ordinary Shares Effected During the Past Sixty Days Date of Party Purchase/Sale #Shares Buy/Sell Price/Share FW2 7/14/2011 100 BUY $14.82 FW2 7/25/2011 37,339 BUY $15.20 FW3 7/14/2011 100 BUY $14.82 FW3 7/25/2011 335,710 BUY $15.20 FW3 7/26/2011 17,551 BUY $15.20 FW3 7/28/2011 97,687 BUY $15.20 FW3 7/28/2011 60,000 BUY $15.14 FW3 7/31/2011 100,000 BUY $15.20 (d) No Person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Ordinary Shares beneficially owned by the Reporting Persons. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Each of the Reporting Persons is a party to a Joint Filing Agreement dated as of August 1, 2011 (the "Joint Filing Agreement"), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements hereto with the Securities and Exchange Commission.The Joint Filing Agreement is filed herewith as Exhibit 1 and incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS The following documents are filed herewith: 1. Joint Filing Agreement dated as of August 1, 2011 by and among FW2, LP, FW3, LP, Flatbush Watermill, LLC, Flatbush Watermill Management, LLC and Joshua Schwartz. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 1, 2011 /s/ Joshua Schwartz Joshua Schwartz Flatbush Watermill, LLC Flatbush Watermill Management, LLC By: /s/ Joshua Schwartz By: /s/ Joshua Schwartz Name: Joshua Schwartz Name: Joshua Schwartz Title: Managing Member Title: Managing Member FW2, L.P. FW3, L.P. By: Flatbush Watermill, LLC By: Flatbush Watermill, LLC Its General Partner Its General Partner By: /s/ Joshua Schwartz By: /s/ Joshua Schwartz Name: Joshua Schwartz Name: Joshua Schwartz Title: Managing Member Title: Managing Member Exhibit 1 Joint Filing Agreement The undersigned parties hereby agree to the joint filing of the Statement on Schedule 13D/A filed herewith, and any amendments hereto, relating to the Ordinary Shares, nominal value NIS 1.00 per share of Retalix, Ltd., with the Securities and Exchange Commission pursuant to Rule 13d-1(k). /s/ Joshua Schwartz Joshua Schwartz Flatbush Watermill, LLC Flatbush Watermill Management, LLC By: /s/ Joshua Schwartz By: /s/ Joshua Schwartz Name: Joshua Schwartz Name: Joshua Schwartz Title: Managing Member Title: Managing Member FW2, L.P. FW3, L.P. By: Flatbush Watermill, LLC By: Flatbush Watermill, LLC Its General Partner Its General Partner By: /s/ Joshua Schwartz By: /s/ Joshua Schwartz Name: Joshua Schwartz Name: Joshua Schwartz Title: Managing Member Title: Managing Member Schedule 13D/A CUSIP No. M8215W109 Page 12 of 12