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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Perion Network Ltd. (Name of Issuer) |
Ordinary shares, nominal value NIS 0.03 per share (Title of Class of Securities) |
M78673114 (CUSIP Number) |
Value Base Ltd. c/o Tsahy Alon General Counsel, 23 Yehuda Halevi St. Tel Aviv, L3, 6513601 972-3-622-3381 Herzog Fox & Neeman Attn: Ron Ben-Menachem, Adv., 6 Yitzhak Sadeh St. Tel Aviv, L3, 6777506 972-3-692-2020 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | M78673114 |
| 1 |
Name of reporting person
Value Base Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,596,831.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percentage reported in Item 13 above is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission (the "SEC") on March 25, 2025).
SCHEDULE 13D
|
| CUSIP No. | M78673114 |
| 1 |
Name of reporting person
Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,596,831.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percentage reported in Item 13 above is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the SEC on March 25, 2025).
SCHEDULE 13D
|
| CUSIP No. | M78673114 |
| 1 |
Name of reporting person
Ido Nouberger | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,596,831.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percentage reported in Item 13 above is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the SEC on March 25, 2025).
SCHEDULE 13D
|
| CUSIP No. | M78673114 |
| 1 |
Name of reporting person
Victor Shamrich | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,596,831.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percentage reported in Item 13 above is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the SEC on March 25, 2025).
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, nominal value NIS 0.03 per share | |
| (b) | Name of Issuer:
Perion Network Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
2 Leonardo Da Vinci Street, 24th Floor, Tel Aviv,
ISRAEL
, 6473309. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") amends the statement on Schedule 13D originally filed by the Reporting Persons on April 21, 2025 (the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of this Schedule 13D remains unchanged. This Schedule 13D relates to the ordinary shares, nominal value NIS 0.03 per share (the "Ordinary Shares"), of Perion Network Ltd., a company incorporated in Israel ("Perion", the "Company" or the "Issuer"). The address of the principal executive offices of Perion is 2 Leonardo Da Vinci Street, 24th Floor, Tel Aviv 6473309, Israel. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended to add the following: On June 26, 2025, VBF LP and Phoenix Insurance Company Ltd., through their external legal counsel, sent a letter to the Board of Directors of the Company (the "Demand Letter") requesting that the Company convene an extraordinary meeting of the Company's shareholders (the "Shareholders Meeting") under relevant provisions of the Israeli Companies Law, 5759-1999, and the Company's Amended and Restated Articles of Association (the "Articles"). Pursuant to the Demand Letter, the agenda for the Shareholders Meeting shall be (i) to amend the Articles to permit a general meeting of shareholders, by a simple majority, to cancel a rights plan and require that any similar rights plan adopted in the future become effective subject to approval of the general meeting of shareholders by a simple majority and (ii) subject to approval of item (i), above, to cancel the rights plan adopted by the Board of Directors on April 3, 2025. A copy of the Demand Letter translated from the original Hebrew is filed herewith as Exhibit 4 and incorporated herein by reference. The description of the Demand Letter contained in this Amendment is qualified in its entirety by reference to Exhibit 4 hereto. VBF LP and Phoenix Insurance Company Ltd. have independently concluded that it is in each such shareholder's interest to request a Shareholders Meeting. VBF LP and Phoenix Insurance Company Ltd. issued the Demand Letter solely for the purposes of complying with certain minimum thresholds under the Israeli Companies Law, 5759-1999, and the Articles. Except for the Demand Letter, there is no other agreement between VBF LP and Phoenix Insurance Company Ltd. regarding any cooperation, joint ventures, commitment to vote together or any other agreement of any kind concerning the Company's Ordinary Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is amended and restated as follows: As of the date on the cover page of this Amendment, VBF GP may be deemed to be the beneficial owner of the 2,596,831 Ordinary Shares held directly by VBF LP, which represent approximately 5.77% of the number of Ordinary Shares outstanding. As of the date on the cover page of this Amendment, Value Base, as the controlling shareholder of VBF GP, may be deemed the indirect beneficial owner of 2,596,831 Ordinary Shares beneficially owned by VBF GP, which represents approximately 5.77% of the number of Ordinary Shares outstanding. As of the date on the cover page of this Amendment, Mr. Shamrich, who together with Mr. Nouberger controls Value Base, may be deemed t
he indirect beneficial owner of 2,596,831 Ordinary Shares beneficially owned by Value Base, representing approximately 5.77% of the number of Ordinary Shares outstanding. As of the date on the cover page of this Amendment, Mr. Nouberger, who together with Mr. Shamrich controls Value Base, may be deemed to be the beneficial owner of 2,596,831 Ordinary Shares beneficially owned by Value Base, representing approximately 5.77% of the number of Ordinary Shares outstanding. Because the Reporting Persons named in this Amendment may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), each of Value Base, VBF GP, Mr. Nouberger and Mr. Shamrich may share the power to vote, or direct the voting of, and share the power to dispose of, or direct the disposition of, the 2,596,831 Ordinary Shares held in the aggregate by the Reporting Persons, which represent approximately 5.77% of the number of Ordinary Shares outstanding. According to information provided by Phoenix Financial Ltd. (the parent company of Phoenix Insurance Company Ltd.), as of the date on the cover of this Amendment, Phoenix Financial Ltd. may be deemed the beneficial owner of 2,574,926.52 Ordinary Shares, representing approximately 5.72% of the number of Ordinary Shares outstanding. According to information provided by Phoenix Financial Ltd., these securities are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd. If the Reporting Persons named in this Amendment and Phoenix Financial Ltd. were deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act, each of the Reporting Persons and Phoenix Financial Ltd. may be deemed to share the power to vote, or direct the voting of, and share the power to dispose of, or direct the disposition of, the 5,171,757.52 Ordinary Shares held in the aggregate by the Reporting Persons and Phoenix Financial Ltd., which would represent approximately 11.48% of the number of Ordinary Shares outstanding. However, each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Except for sending the Demand Letter, there is no other agreement between VBF LP and Phoenix Financial Ltd. regarding any cooperation, joint venture, commitment to vote together or any other agreement of any kind concerning the Company's Ordinary Shares. Neither the filing of this Amendment nor any of its contents shall be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own, or that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person and Phoenix Financial Ltd. disclaims the existence of any such group. Percentages set forth in this Amendment were calculated based on 45,037,180 Ordinary Shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the SEC on March 25, 2025). | |
| (b) | The information set forth in Item 5(a) is incorporated herein by reference. | |
| (c) | All transactions in Ordinary Shares effected by the Reporting Persons during the past 60 days or since the most recent filing of Schedule 13D, whichever is less, are listed in Exhibit 5 hereto and incorporated herein by reference. | |
| (d) | No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Ordinary Shares referred to in this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is amended to add the following: The information set forth in Item 4 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is amended and restated as follows: The following Exhibits are filed herewith: Exhibit 1: Joint Filing Agreement by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 to Schedule 13D filed by the Reporting Persons on April 21, 2025) Exhibit 2: Unanimous written resolutions of the directors of Value Base Fund Management Ltd., dated as of September 27, 2023 (incorporated herein by reference to Exhibit 2 to Schedule 13D filed by the Reporting Persons on April 21, 2025) Exhibit 3: Letter to the Board of Directors of Perion Networks Ltd., dated as of April 21, 2025 (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 3 to Schedule 13D filed by the Reporting Persons on April 21, 2025) Exhibit 4: Letter to the Board of Directors of Perion Networks Ltd., dated as of June 26, 2025 (unofficial English translation from Hebrew) Exhibit 5: Certain transactions in Ordinary Shares effected by the Reporting Persons | ||
| 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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Comments accompanying signature:
* Evidence of signature authority on behalf of Value Base Fund Management Ltd. is attached as Exhibit 2 to the Schedule 13D. |