UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: ~~March~~April 2019

Commission File Number: 001-35378

Gazit-Globe Ltd.

(Translation of registrant’s name into English)

State of Israel

(Jurisdiction of incorporation or organization)

10 Nissim Aloni St.

Tel-Aviv, Israel 6291924

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

CONTENTS

~~Modification to~~Results ~~Method~~of ~~for U.S. Shareholders to Accept~~ Self-Tender Offer by Gazit-Globe

~~Reference is~~On ~~hereby~~April ~~made~~1, to2019, Gazit-Globe ~~the~~Ltd. (“~~Ordinary~~Gazit” ~~Tender~~or ~~Offer~~the ~~Buyback~~“Company”) ~~Specification~~reported ~~for~~to the ~~Acquisition~~Tel ofAviv ~~Ordinary~~Stock ~~Shares”~~Exchange (the ~~“Tender~~ ~~Offer Statement~~“TASE”) ~~that~~and ~~Gazit-Globe~~Israeli ~~Ltd.~~Securities Authority (the “~~Company~~ISA”) ~~appended~~the asresults ~~Exhibit~~of ~~99.1 to~~ its ~~Tender~~self-tender ~~Offer/Rights~~offer ~~Offering~~(the ~~Notification~~“Offer”) ~~Form~~to onpurchase ~~Form~~the CBCompany’s ~~(file~~ordinary ~~number~~shares, ~~005-86529)~~par ~~that~~value it1.0 ~~filed~~New ~~with~~Israeli ~~the~~Shekels ~~Securities and Exchange Commission~~ (~~the~~ “~~SEC~~NIS”) onper ~~March~~share ~~19,~~(“ordinary ~~2019~~shares”).

As ~~described~~reported in to the ~~Tender~~TASE ~~Offer~~and ~~Statement~~ISA, ~~the~~an ~~Company~~aggregate ~~launched,~~of ~~on March 18~~2, ~~2019~~425,999 aordinary ~~self-tender~~shares, ~~offer~~constituting ~~(the~~and ~~“Offer”) to~~possessing ~~purchase~~1.3% ~~up to 10 million~~ of the ~~Company’s~~outstanding number of ordinary shares, ~~par~~and ~~value~~voting ~~1.0~~rights, ~~New~~respectively, ~~Israeli~~in ~~Shekels~~the ~~(“NIS”) per share (“ordinary shares”)~~Company, ~~constituting~~were ~~5.3%~~tendered ofto the Company’s, ~~issued~~ and ~~paid~~accepted upby ~~share~~the Company ~~capital,~~for ~~at a~~ purchase, ~~price~~pursuant ofto ~~NIS~~the ~~29 (approximately US $8~~Offer.~~04)~~ ~~per~~Those ~~share.~~tendered ~~The~~ordinary ~~Offer~~shares will ~~expire~~become ~~for~~treasury ~~all~~shares ~~shareholders~~upon ofpurchase ~~the~~by the Company ~~on April~~and 1,will ~~2019~~be canceled immediately thereafter.

~~The method~~Under ~~by which U.S. shareholders may accept~~ the Offer ~~has been modified relative to what was described in~~ , the ~~Tender~~Company ~~Offer~~had ~~Statement. In~~offered ~~order~~ to ~~accept~~purchase ~~the~~up ~~Offer, a U.S. shareholder needs~~ to ~~transfer~~10 ~~his,~~million ~~her or its~~ ordinary shares, toconstituting a5.3% ~~brokerage~~of ~~account on~~ the ~~Tel~~ ~~Aviv Stock Exchange (the “TASE”). Once a shareholder~~Company’s ~~brokerage~~issued ~~account~~and ispaid-up share ~~established on the TASE~~capital, ~~the~~ ~~shareholder~~at ~~can~~a ~~request~~purchase ~~that~~price ~~the~~of ~~broker~~NIS ~~initiate~~29 an(approximately ~~acceptance~~US of$8.04) ~~the~~per ~~Offer~~share. The Offer ~~expires~~expired atfor 2all pmshareholders ~~(Israel~~of ~~time)~~the Company on ~~Monday,~~ April 1, 2019~~, so an acceptance of the Offer must be initiated prior to that time~~. ~~Acceptance of the offer cannot be effected directly through a U.S. shareholder’s existing brokerage account in the over-the-counter market in the United States.~~

InAdditional details ~~order~~concerning tothe ~~initiate~~Offer awere ~~transfer~~provided ofpreviously ~~one’s~~by ~~ordinary~~Gazit ~~shares~~in toits ~~the~~Tender ~~TASE,~~Offer/Rights aOffering ~~U.S.~~Notification ~~shareholder~~Form ~~should~~on ~~contact~~Form ~~his,~~CB ~~her~~(file number ~~or its broker~~005-86529), ~~which~~ ~~can~~filed ~~contact~~with ~~American~~the ~~Stock~~Securities ~~Transfer~~and &Exchange ~~Trust~~Commission ~~Company~~ (the “~~AST~~SEC”), ~~the~~on ~~Company’s~~March ~~transfer~~19, ~~agent~~2019 in(including in the ~~U.S.,~~“Ordinary ~~which~~Tender ~~can~~Offer ~~guide~~Buyback Specification for the ~~broker~~Acquisition asof toOrdinary ~~how~~Shares” ~~that~~appended as ~~transfer~~Exhibit ~~can~~99.1 bethereto) ~~made.~~and ~~The~~in ~~telephone~~Gazit’s Report of ~~the~~Foreign ~~Company’s~~Private ~~relationship~~Issuer ~~manager at~~on ~~AST~~Form is6-K (~~718)~~a ~~921~~“Form 6-~~8521~~K”) that it furnished to the SEC on March 25, 2019.

~~Israel Discount~~As ~~Bank~~previously ~~Ltd.~~reported by (the ~~“Lead~~Company ~~Coordinator”)~~on ~~serves~~March as8, 2019, the ~~coordinator~~Company ~~for~~has filed, on March 8, 2019, a Form 15F to deregister, and terminate its reporting obligations under the ~~Offer.~~Securities ~~The~~Exchange ~~offices~~Act of 1934, as amended (the ~~Lead Coordinator~~“Exchange Act”) with respect to, the ordinary ~~Offer~~shares. ~~are~~The 23duty ~~Yehuda~~of ~~Halevi~~the ~~Street,~~Company ~~Tel~~to ~~Aviv,~~file and furnish reports under the ~~Lead~~Exchange ~~Coordinator~~Act ~~can~~was besuspended ~~contacted~~immediately atupon ~~telephone~~the atfiling ~~+972-76-8055623,~~of orthe byForm ~~fax~~15F. toThe ~~+972~~furnishing of this Form 6-~~76-8890884~~K solely in order to ~~answer~~provide ~~any~~the ~~questions~~information ~~related~~described herein with respect to the results of the Offer ~~and~~shall ~~how~~not tobe ~~effect~~construed as an ~~acceptance~~admission that the Company remains subject to the reporting obligations under the Exchange Act. The Company expects that the Exchange Act deregistration and the termination of its duty to file reports will become effective 90 days after the ~~Offer~~filing of the Form 15F with the SEC.

A press release describing the Offer and the method whereby U.S. shareholders may tender their ordinary shares pursuant to the Offer is annexed as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

As previously reported by the Company on March 8, 2019, the Company has filed, on March 8, 2019, a Form 15F to deregister, and terminate its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, the ordinary shares. The duty of the Company to file and furnish reports under the Exchange Act was suspended immediately upon the filing of the Form 15F. The furnishing of this Report of Foreign Private Issuer on Form 6-K solely in order to provide the information described herein with respect to the Offer shall not be construed as an admission that the Company remains subject to the reporting obligations under the Exchange Act. The Company expects that the Exchange Act deregistration and the termination of its duty to file reports will become effective 90 days after the filing of the Form 15F with the SEC.

Forward Looking Statements

This Form 6-K, including the exhibit hereto, may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of known and unknown risks and uncertainties, many of which are outside our control that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks detailed in our public filings with the U.S. Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to update any forward-looking or other statements herein, whether as a result of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Gazit-Globe Ltd.
Date: March 25, 2019	By:	/s/ Adi Jemini
Date: April 3, 2019	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.		Description
99.1		Press release describing method for acceptance of self-tender offer of Gazit-Globe Ltd. by its U.S. shareholders

Filing Compare · Gazit-Globe Ltd