SCHEDULE 13G
Amendment No. 2
Saifun Semiconductors Ltd
Common Stock
Cusip #M8233P102
Cusip #M8233P102
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 69,300
Item 6: 0
Item 7: 2,109,644
Item 8: 0
Item 9: 2,109,644
Item 11: 6.936%
Item 12: HC
Cusip #M8233P102
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 2,109,644
Item 8: 0
Item 9: 2,109,644
Item 11: 6.936%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Saifun Semiconductors Ltd
Item 1(b). Name of Issuer's Principal Executive Offices:
45 Hamelacha Street
Sappir Industrial Park
Netanya, Israel 42504
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
M8233P102
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 2,109,644
(b) Percent of Class: 6.936%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 69,300
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 2,109,644
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of Saifun Semiconductors Ltd. No
one person's interest in the Common Stock of Saifun
Semiconductors Ltd is more than five percent of the total
outstanding Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
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 acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
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.
March 12, 2007
Date
/s/Stuart Fross
Signature
Stuart Fross
Duly authorized under Power of Attorney
dated July 30, 2002, by Eric D. Roiter by and on behalf of
FMR Corp. and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR Corp. and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 2,040,344 shares or 6.708%
of the Common Stock outstanding of Saifun Semiconductors
Ltd ("the Company") as a result of acting as investment
adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940.
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 2,040,344 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR Corp., are the predominant owners, directly
or through trusts, of Series B shares of common stock of FMR
Corp., representing 49% of the voting power of FMR Corp.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B shares will be voted in accordance with the
majority vote of Series B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson
family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR Corp.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Pyramis Global Advisors, LLC ("PGALLC"), 53 State
Street, Boston, Massachusetts, 02109, an indirect wholly-
owned subsidiary of FMR Corp. and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 69,300 shares or 0.228% of
the outstanding Common Stock of Saifun Semiconductors Ltd
as a result of its serving as investment adviser to institutional
accounts, non-U.S. mutual funds, or investment companies
registered under Section 8 of the Investment Company Act of
1940 owning such shares.
Edward C. Johnson 3d and FMR Corp., through its
control of PGALLC, each has sole dispositive power over
69,300 shares and sole power to vote or to direct the voting of
69,300 shares of Common Stock owned by the institutional
accounts or funds advised by PGALLC as reported above.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on March 12, 2007, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of Saifun Semiconductors Ltd at February 28,
2007.
FMR Corp.
By /s/ Stuart Fross
Stuart Fross
Duly authorized under Power of Attorney dated July
30, 2002, by Eric D. Roiter by and on behalf of FMR Corp.
and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Stuart Fross
Stuart Fross
Duly authorized under Power of Attorney dated July
30, 2002, by Eric D. Roiter by and on behalf of Edward C.
Johnson 3d
Fidelity Management & Research Company
By /s/ Stuart Fross
Stuart Fross
Duly authorized under Power of Attorney dated July
30, 2002, by Eric D. Roiter Senior V.P. and General Counsel