SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Merhav (m.n.f.) LTD

(Last) (First) (Middle)
33 HAVAZELET HASHARON STREET

(Street)
HERZLIYA, ISRAEL L3 46105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMPAL-AMERICAN ISRAEL CORP [ AMPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Stock 09/17/2008 P ( 1 ) 44 A $3.34 5,868,198 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 114 A $3.35 5,868,312 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 249 A $3.36 5,868,561 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 463 A $3.37 5,869,024 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 200 A $3.39 5,869,224 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 300 A $3.42 5,869,524 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 1,365 A $3.44 5,870,889 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 604 A $3.45 5,871,493 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 501 A $3.47 5,871,994 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 300 A $3.48 5,872,294 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 200 A $3.49 5,872,494 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 200 A $3.5 5,872,694 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 100 A $3.53 5,872,794 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 400 A $3.58 5,873,194 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 100 A $3.59 5,873,294 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 600 A $3.6 5,873,894 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 897 A $3.7 5,874,791 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 24 A $3.72 5,874,815 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 103 A $3.73 5,874,918 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 100 A $3.75 5,875,018 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 476 A $3.76 5,875,494 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 145 A $3.78 5,875,639 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 500 A $3.8 5,876,139 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 100 A $3.82 5,876,239 ( 2 ) D
Class A Stock 09/17/2008 P ( 1 ) 100 A $3.83 5,876,339 ( 2 ) D
Class A Stock 09/17/2008 P ( 3 ) 524 A $4.2 ( 3 ) 5,876,863 ( 2 ) D
Class A Stock 09/17/2008 P ( 3 ) 9,192 A $4.22 ( 3 ) 5,886,055 ( 2 ) D
Class A Stock 09/17/2008 P ( 3 ) 1,952 A $4.23 ( 3 ) 5,888,007 ( 2 ) D
Class A Stock 09/17/2008 P ( 3 ) 1,382 A $4.27 ( 3 ) 5,889,389 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Merhav (m.n.f.) LTD

(Last) (First) (Middle)
33 HAVAZELET HASHARON STREET

(Street)
HERZLIYA, ISRAEL L3 46105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MAIMAN YOSEF A

(Last) (First) (Middle)
33 HAVAZELET HASHARON STREET

(Street)
HERZLIYA, ISRAEL L3 46105

(City) (State) (Zip)
Explanation of Responses:
1. These purchases were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2008.
2. The reporting person, an Israeli corporation, is 100% owned by Yosef A. Maiman. Mr. Maiman is a director, the Chairman of the Board, President and Chief Executive Officer of the Issuer. In addition to the shares reported herein, Mr. Maiman indirectly owns (i) 18,850,153 shares through De Majorca Holdings Ltd. ("De Majorca"), an Israeli corporation of which 100% of the economic shares and one-fourth of the voting shares are owned by Mr. Maiman, and (ii) 9,650,132 shares through Di-Rapallo Holdings Ltd. ("Di-Rapallo"), an Israeli corporation of which 100% of the economic shares and one-fourth of the voting shares are owned by Mr. Maiman. In addition, Mr. Maiman holds an option to acquire the remaining three-fourths of the voting shares of both Di-Rapallo and De Majorca (which are currently owned by Ohad Maiman, Yoav Maiman and Noa Maiman, the son, son and daughter, respectively, of Mr. Maiman).
3. These purchases were effected on the Tel Aviv Stock Exchange in New Israeli Shekels for per share purchase prices ranging between NIS 14.98 and NIS 15.16, which per share purchase prices have been reported on this Form 4 in U.S. dollars based on an exchange rate of 3.549.
Remarks:
Exhibit List: Exhibit 99 - Joint Filer Information.
/s/ Merhav (M.N.F.) Limited By: Yosef A. Maiman, President & CEO 09/18/2008
/s/ Yosef A. Maiman 09/18/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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