SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER ~~PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934~~

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2017

Commission File No. 001-36566

Mobileye N.V.

(Translation of registrant’s name into English)

Har Hotzvim ~~13 Hartom Street PO Box 45157 Jerusalem 9777513, Israel~~

13 Hartom Street

PO Box 45157

Jerusalem 9777513, Israel

(Address of Principal Executive Offices)

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 x Form 40-F ¨

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ¨ No x

On July 1431, 2017, Mobileye N.V. (the “~~Mobileye~~Company”) issued a press release announcing that the ~~Israel~~previously ~~Tax~~announced ~~Authority has issued an acceptable tax ruling with respect to the tax treatment of the potential asset sale, liquidation and second step distribution contemplated in connection with the~~ all cash tender offer to ~~purchase all of the outstanding ordinary shares of Mobileye~~ by ~~Intel Corporation (“Intel”). The tender offer is being made pursuant to the Purchase Agreement, dated as of March 12, 2017, by and among Intel,~~ Cyclops Holdings, ~~Inc., a wholly owned subsidiary of Intel that was later converted to Cyclops Holdings,~~ LLC (“Cyclops”), ~~and Mobileye (the “Purchase~~ ~~Agreement”). Cyclops filed~~ a ~~tender~~Delaware ~~offer~~limited ~~statement~~liability oncompany ~~Schedule TO with the U.S. Securities~~ and ~~Exchange Commission (the “SEC”) on April 5, 2017 (as amended and supplemented, the “Schedule TO”). As~~ a ~~result~~wholly ofowned ~~receipt~~subsidiary of ~~the tax~~Intel ~~ruling~~Corporation and the adoption of certain shareholder resolutions at the general meeting of Mobileye shareholders in June, the minimum number of Mobileye shares that must be validly tendered and not withdrawn prior to the expiration of the tender offer (~~including any extensions) (the~~ “~~Expiration Time~~Intel”), ~~has been lowered from 95 percent~~ to 67purchase ~~percent of~~ all outstanding ~~Mobileye~~ordinary shares ~~(the~~ ~~“Minimum~~of ~~Condition”). Withdrawal rights will terminate following~~ the ~~Expiration~~Company ~~Time.~~pursuant ~~Mobileye~~to ~~shareholders~~that ~~who have~~certain ~~already~~Purchase ~~tendered~~Agreement ~~their~~previously ~~Mobileye~~entered ~~shares~~into ~~in the tender offer but whose willingness to tender is affected~~ by ~~the~~and ~~lower~~among ~~threshold~~the ~~for~~Company, ~~the~~Intel, ~~Minimum~~and ~~Condition~~Cyclops ~~should~~Holdings, ~~withdraw their Mobileye shares from the tender offer immediately but in any event before the Expiration Time~~Inc., Ina ~~connection~~Delaware ~~with~~corporation ~~the receipt of the tax ruling~~ and ~~the~~wholly ~~lowering~~owned subsidiary of ~~the~~Intel ~~Minimum Condition~~which, ~~Mobileye~~on ~~also~~April ~~announced~~4, ~~that~~2017, itwas ~~and~~converted ~~Intel~~into ~~have agreed that~~ Cyclops, ~~will~~has ~~extend~~been ~~the offering period of the tender offer~~extended. The tender offer, ~~which was previously set to expire at 5:00 p.m., New York City time, on July 20, 2017,~~ is now scheduled to expire at 5:00 p.m., New York City time, on August ~~July 28~~11, 2017, unless the tender offer is further extended or earlier terminated, in either case, pursuant to the terms of the ~~Purchase~~ Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Exhibit No.		Description of Exhibit
99.1		Press release issued by Mobileye N.V., dated July 1431, 2017.

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.

Dated: July 1431, 2017

	MOBILEYE N.V.

	By:	/s/ Ofer Maharshak
		Ofer Maharshak
		Chief Financial Officer

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