Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Radware Ltd (Name of Issuer) |
Ordinary Shares (par value New Israeli Shekel 0.05 per share) (Title of Class of Securities) |
M81873107 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M81873107 |
| 1 | Names of Reporting Persons
Roy Zisapel | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,162,244.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: With regard to Rows (5), (7) and (9), please see Item 4. Row (11) is based on 42,686,534 ordinary shares issued and outstanding as of March 21, 2025, as reported in the Issuer's Annual Report on Form 20-F, filed with the SEC on March 28, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Radware Ltd | |
| (b) | Address of issuer's principal executive offices:
22 Raoul Wallenberg Street, Tel Aviv, Israel, 6971917 | |
| Item 2. | ||
| (a) | Name of person filing:
Roy Zisapel | |
| (b) | Address or principal business office or, if none, residence:
Radware Ltd., 22 Raoul Wallenberg Street, Tel Aviv 6971917, Israel | |
| (c) | Citizenship:
Israel | |
| (d) | Title of class of securities:
Ordinary Shares (par value New Israeli Shekel 0.05 per share) | |
| (e) | CUSIP No.:
M81873107 | |
| Item 3. | If this statement is filed pursuant to § § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
2,162,244 ordinary shares of Radware Ltd. (the "Company"), consisting of 2,102,292 shares and options to purchase 59,952 shares at an exercise price of $16.68 per share. Mr. Zisapel is filing this Schedule 13G after inheriting shares that result in his total beneficial ownership exceeding 5% of the Company's outstanding shares. His acquisitions during the 12-month period preceding such acquisition did not exceed two percent of the Company's outstanding shares. For the sake of clarity, the ordinary shares reported as beneficially owned by Mr. Zisapel exclude 324,500 shares (the "Neurim Shares") that are held of record by Neurim Pharmaceuticals (1991) Ltd., an Israeli company ("Neurim"), 50% of which is held by Nava Zisapel (Mr. Zisapel's mother) and 50% is held in three equal parts by Roy Zisapel and his siblings. Mr. Zisapel disclaims beneficial ownership of the Neurim Shares, except to the extent of his pecuniary interest therein. | |
| (b) | Percent of class:
See Row (11) of the cover page of the Reporting Person above. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row (5) of the cover page of the Reporting Person above and note in Item 4 above | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row (7) of the cover page of the Reporting Person above and note in Item 4 above. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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