UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Attunity Ltd.

(Name of Issuer)

Ordinary Shares, NIS 0.4 par value per share

(Title of Class of Securities)

M15332121

(CUSIP Number)

December 31, 2018

(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)

☐ 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 (“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).

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1	NAME OF REPORTING PERSONS Dov Yelin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☐
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 ---
		6	SHARED VOTING POWER 179,429 (*)
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 179,429 (*)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,429 (*)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.84% () (*)
12	TYPE OF REPORTING PERSON (See instructions) IN

(*)

The beneficial ownership of the securities reported herein is described in Item 4(a).

(**)

Based on 21,382,832 Ordinary Shares outstanding as of December 31, 2018 (as reported on Bloomberg LP).

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1	NAME OF REPORTING PERSONS Yair Lapidot
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☐
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 ---
		6	SHARED VOTING POWER 179,429 (*)
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 179,429 (*)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,429 (*)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.84% () (*)
12	TYPE OF REPORTING PERSON (See instructions) IN

(*)

The beneficial ownership of the securities reported herein is described in Item 4(a).

(**)

Based on 21,382,832 Ordinary Shares outstanding as of December 31, 2018 (as reported on Bloomberg LP).

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1	NAME OF REPORTING PERSONS Yelin Lapidot Holdings Management Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☐
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 ---
		6	SHARED VOTING POWER 179,429 (*)
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 179,429 (*)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,429 (*)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.84% () (*)
12	TYPE OF REPORTING PERSON (See instructions) CO

(*)

The beneficial ownership of the securities reported herein is described in Item 4(a).

(**)

Based on 21,382,832 Ordinary Shares outstanding as of December 31, 2018 (as reported on Bloomberg LP).

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1	NAME OF REPORTING PERSONS Yelin Lapidot Mutual Funds Management Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☐
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 ---
		6	SHARED VOTING POWER 179,429 (*)
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 179,429 (*)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,429 (*)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.84% () (*)
12	TYPE OF REPORTING PERSON (See instructions) CO

(*)

The beneficial ownership of the securities reported herein is described in Item 4(a).

(**)

Based on 21,382,832 Ordinary Shares outstanding as of December 31, 2018 (as reported on Bloomberg LP).

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Item 1.

(a)

Name of Issuer:

Attunity Ltd.

(b)

Address of Issuer's Principal Executive Offices:

16 Atir Yeda Street, Atir Yeda Industrial Park, Kfar Saba, 4464321, Israel

Item 2.

(a)

Name of Person Filing:

Dov Yelin

Yair Lapidot

Yelin Lapidot Holdings Management Ltd.

Yelin Lapidot Mutual Funds Management Ltd.

(b)

Address of Principal Business Office:

Dov Yelin – 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel

Yair Lapidot – 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel

Yelin Lapidot Holdings Management Ltd. – 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel

Yelin Lapidot Mutual Funds Management Ltd. – 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel

(c)

Citizenship or Place of Incorporation:

Dov Yelin – Israel

Yair Lapidot – Israel

Yelin Lapidot Holdings Management Ltd. – Israel

Yelin Lapidot Mutual Funds Management Ltd. – Israel

(d)

Title of Class of Securities:

Ordinary Shares, NIS 0.4 par value per share

(e)

CUSIP Number:

M15332121

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Item 3.

Not applicable.

Item 4.

Ownership:

(a)

Amount beneficially owned:

See row 9 of cover page of each reporting person.

The securities reported herein are beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd. (the “Subsidiary”), each a wholly-owned subsidiary of Yelin Lapidot Holdings Management Ltd. ("Yelin Lapidot Holdings"). Messrs. Yelin and Lapidot each own 24.38% of the share capital and 25.004% of the voting rights of Yelin Lapidot Holdings, and are responsible for the day-to-day management of Yelin Lapidot Holdings. The Subsidiary operates under independent management and makes its own independent voting and investment decisions. Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the members of the mutual funds. This Statement shall not be construed as an admission by Messrs. Yelin and Lapidot, Yelin Lapidot Holdings or the Subsidiary that he or it is the beneficial owner of any of the securities covered by this Statement, and each of Messrs. Yelin and Lapidot, Yelin Lapidot Holdings, and the Subsidiary disclaims beneficial ownership of any such securities.

(b)

Percent of class:

See row 11 of cover page of each reporting person

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See row 5 of cover page of each reporting person

(ii)

Shared power to vote or to direct the vote:

See row 6 of cover page of each reporting person and note in Item 4(a) above

(iii)

Sole power to dispose or to direct the disposition of:

See row 7 of cover page of each reporting person

(iv)

Shared power to dispose or to direct the disposition of:

See row 8 of cover page of each reporting person and note in Item 4(a) above

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Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another:

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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.

February 6, 2019

	Dov Yelin

	/s/ Dov Yelin
	By: Dov Yelin

	Yair Lapidot

	/s/ Yair Lapidot
	By: Yair Lapidot

	Yelin Lapidot Holdings Management Ltd.

	/s/ Dov Yelin
	By: Dov Yelin
	Title: Joint Chief Executive Officer

	Yelin Lapidot Mutual Funds Management Ltd.

	/s/ Asaf Eldar
	By: Asaf Eldar
	Title: Chief Executive Officer

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EXHIBIT NO.		DESCRIPTION

Exhibit 1		Joint Filing Agreement filed by and among the Reporting Persons, dated as of August 31, 2017 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on May 09, 2017).

ATTUNITY LTD SC 13G/A