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
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*
YERUSHALMI JOSEPH

(Last) (First) (Middle)
C/O AMPAL-AMERICAN ISRAEL CORPORATION
10 ABBA EVEN ST.

(Street)
HERZLIYA, ISRAEL L3 46733

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
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
Stock Option (Right to Buy) $1.17 12/08/2008 A 180,000 (1) 12/07/2018 Class A Stock 180,000 (2) 180,000 D
Stock Option (Right to Buy) $3.12 12/08/2008 D 100,000 (3) 08/15/2012 Class A Stock 100,000 (2) 0 D
Stock Option (Right to Buy) $5.06 12/08/2008 D 80,000 (4) 12/11/2016 Class A Stock 80,000 (2) 0 D
Explanation of Responses:
1. This option vests becomes exercisable as follows: (i) option to purchase 135,000 shares is vested and exercisable on December 8, 2008 and (ii) option to purchase 45,000 shares vests and becomes exercisable in installments of 5,000 shares, beginning on December 12, 2008 and each three month anniversary thereafter.
2. In connection with the repricing of certain options by the Issuer, the options granted to the reporting person on August 16, 2002 and December 12, 2006 were cancelled in exchange for a new option with a lower exercise price.
3. This option was granted on August 16, 2002 and vested in equal installments of 6,250 shares beginning on November 16, 2002 and each three month anniversary thereafter.
4. This option was granted on December 12, 2006 and vested in equal installments of 5,000 shares beginning on March 12, 2007 and each three month anniversary thereafter.
/s/ Joseph Yerushalmi 12/10/2008
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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