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/A
Amendment No. 5
Under the Securities Exchange Act of 1934
PERION NETWORK LTD.
(Name of Issuer)
Ordinary Shares, Par Value NIS 0.03 Per Share
(Title of Class of Securities)
M78673114
(CUSIP Number)
Dror Erez
c/o Como
2 Ilan Ramon StreetNess-Ziona, Israel 7403635
Telephone: +972-8-946-1713
with a copy to:
Jonathan M. Nathan, Adv.
Meitar Liquornik Geva Leshem Tal
16 Abba Hillel Road
Ramat Gan, Israel 5250608
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 19, 2019
(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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
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CUSIP No.M78673114
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| 1. |
NAMES OF REPORTING PERSONS
Dror Erez
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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| 3. |
SEC Use Only
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| 4. |
SOURCE OF FUNDS (See Instructions)
OO
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| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7. |
SOLE VOTING POWER
1,264,007
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| 8. |
SHARED VOTING POWER
0
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| 9. | SOLE DISPOSITIVE
PO
WER
1,264,007
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| 10. |
SHARED DISPOSITIVE POWER
0
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| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,264,007
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| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8% (1)
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| 14. | TYPE OF REPORTING PERSON
(See Instructions)
IN
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(1)
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Percentage is based
upon 26,230,237 ordinary shares of the Issuer outstanding (excluding 115,339 ordinary shares held by
the Issuer) as of December 23, 2019, as reported by the Issuer in its proxy statement for its annual general meeting of shareholders to be held on February 6, 2020, furnished to the SEC on December 26, 2019.
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Item 1. Security and Issuer.
This Amendment No. 5 (this “Amendment No. 5”) to the Statement of Beneficial Ownership on
Schedule 13D filed on January 13, 2014 (the “Statement”), as amended by Amendment No. 1 thereto, filed on November 25, 2015 (“Amendment No. 1”), Amendment No. 2 thereto, filed on May 31, 2017 (“Amendment No. 2”),
Amendment No. 3 thereto, filed on January 30, 2019 (“Amendment No. 3”) and Amendment No. 4 thereto, filed on February 20, 2019 (“Amendment No. 4”),
relates to the ordinary shares, par value NIS 0.03 per share (“Ordinary Shares”) of Perion Network Ltd., an Israeli company (the “Issuer”). The principal executive offices of the Issuer are located at 1 Azrieli Center, Building A, 4th Floor, 26 HaRokmim St., Holon, Israel 5885849.
This Amendment No. 5 amends and
supplements the Statement, as previously amended and supplemented by Amendment No.’s 1 through 4. Capitalized terms used herein and not otherwise defined shall
have the meanings provided therefor in the Statement and in Amendment No.’s 1 through 4.
This Amendment No. 5 is being filed by Dror Erez, an individual (the “Reporting Person”), for the purpose of reporting his sale, during a period beginning on October 17, 2019 and concluding on December 19, 2019,
of 274,540 Ordinary Shares (the “Shares”), which has reduced his beneficial ownership (i) by in excess of one percent (1%) of the Issuer’s outstanding Ordinary Shares since the filing of Amendment No. 4, and (ii) below 5% of the Issuer’s outstanding Ordinary Shares.
The sales of the Shares were effected via open market transactions on the NASDAQ Global Market
Item 2. Identity and Background.
The information concerning the Reporting Person that appeared in Item 2 of the Statement is
incorporated by reference in this Item 2 of Amendment No. 5.
Item 3. Source and Amount of Funds or Other Consideration.
The information concerning the source and amount of consideration provided by the Reporting Person for his
acquisition of Ordinary Shares that appeared in Item 3 of the Statement is incorporated by reference in this Item 3 of Amendment No. 5. The Reporting
Person has not acquired any additional Ordinary Shares since the filing of the Statement.
Item 4. Purpose of Transaction.
The Reporting Person may acquire or sell additional Ordinary Shares from time to time.
Other than as described immediately above, as of the filing of this Amendment No. 5, the Reporting
Person does not have any definitive plans or proposals which relate to or would result in any of the following: (a) the acquisition by the Reporting Person of additional Ordinary Shares, or the disposition of Ordinary Shares that he holds; (b)
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) a
change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) a material change in the present capitalization
or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s memorandum of association or articles of association or other actions which may impede the acquisition
of control of the Issuer by any person; (h) causing the Ordinary Shares to be delisted from the NASDAQ Global Market or any other national securities exchange on which they may be listed in the future or to cease to be authorized to be quoted
in any inter-dealer quotation system of a registered national securities association in which they may be quoted in the future; (i) causing the Ordinary Shares to become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
All calculations of beneficial ownership in this Amendment No. 5 are made on the basis of 26,230,237 Ordinary Shares outstanding (excluding 115,339 Ordinary Shares
held by the Issuer) as of December 23, 2019, as reported by the Issuer in its proxy statement for its annual general meeting of shareholders to be held
on February 6,
2020, furnished to the Securities and Exchange Commission (the “SEC”) on December 26, 2019.
(a) The
Reporting Person beneficially owns 1,264,007 Ordinary Shares of the Issuer, all of which are held directly by the Reporting Person, representing approximately 4.8% of the issued and outstanding share capital of the Issuer.
(b) The
Reporting Person possesses sole power to vote and direct the vote, and sole power to dispose or to direct the disposition, of all 1,264,007 Ordinary Shares held
by him.
(c) During the period beginning on October 17, 2019 and concluding on December 19, 2019, the
Reporting Person sold the 274,540 Shares in open market transactions on the NASDAQ Global Market. The following table provides the required information with respect to those open-market sales transactions:
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Trade Date
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Quantity
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Price
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October 17, 2019
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10,352
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$5.1849
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October 18, 2019
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5,826
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$5.1457
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October 21, 2019
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5,362
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$5.0436
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October 22, 2019
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4,932
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$5.1930
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October 23, 2019
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2,270
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$5.1312
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October 24, 2019
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8,795
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$5.4064
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October 25, 2019
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5,290
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$5.4714
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October 28, 2019
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4,251
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$5.5033
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October 29, 2019
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6,264
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$5.4505
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October 30, 2019
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4,163
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$5.3393
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October 31, 2019
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2,900
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$5.3567
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November 1, 2019
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4,400
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$5.4798
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November 4, 2019
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6,279
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$5.7468
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November 5, 2019
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8,600
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$5.8349
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November 6, 2019
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4,900
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$6.1381
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November 6, 2019
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28,501
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$5.4296
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November 7, 2019
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10,263
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$5.2300
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November 8, 2019
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5,309
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$5.0454
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November 11, 2019
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5,500
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$5.1350
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November 12, 2019
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6,247
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$5.1670
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November 13, 2019
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4,024
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$5.0482
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November 14, 2019
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3,793
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$5.0787
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November 15, 2019
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3,382
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$5.1020
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November 18, 2019
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4,000
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$5.1443
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November 19, 2019
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2,900
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$5.0317
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November 20, 2019
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1,695
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$5.0147
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November 21, 2019
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2,200
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$5.0098
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November 22, 2019
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2,100
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$5.0200
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November 25, 2019
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3,100
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$5.0289
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November 26, 2019
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4,450
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$5.0725
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November 27, 2019
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6,227
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$5.3175
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November 29, 2019
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2,400
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$5.3633
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December 2, 2019
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6,238
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$5.3412
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December 3, 2019
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2,545
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$5.2471
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December 4, 2019
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3,500
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$5.3046
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December 5, 2019
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1,600
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$5.2244
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December 6, 2019
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1,867
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$5.2250
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December 9, 2019
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6,297
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$5.4463
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December 10, 2019
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6,560
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$5.6082
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December 11, 2019
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4,197
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$5.4374
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December 12, 2019
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5,105
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$5.2862
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December 13, 2019
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3,236
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$5.3029
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December 16, 2019
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16,457
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$5.7731
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December 17, 2019
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8,541
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$5.7100
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December 18, 2019
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5,600
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$5.7638
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December 19, 2019
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10,630
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$6.0911
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December 19, 2019
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11,492
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$6.0693
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Other than the foregoing transactions, the Reporting Person has not effected any transaction in the Ordinary Shares of
the Issuer during the last 60 days.
(d) Not
applicable.
(e) As of
December 19, 2019, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Ordinary Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
The description of the Registration Rights Undertaking set forth in Item 6 of the Statement, as well as
the filing and effectiveness of the Purchase Agreement F-3, as set forth in Item 6 of Amendment No. 1, are incorporated by reference herein.
Other than as described in Item 6 of the Statement and Item 6 of Amendment No. 1, to the best knowledge
of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or
voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
Exhibit 1— Form of Registration Rights
Undertaking by the Issuer in favor of the former shareholders of ClientConnect, annexed as Appendix C to the Purchase Agreement, dated as of September 16, 2013, by and among the Issuer, Conduit and ClientConnect (incorporated by
reference to Exhibit 99.4 to the Report of Foreign Private Issuer furnished by the Issuer to the SEC on October 15, 2013)
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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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/s/ Dror Erez
DROR EREZ
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Dated: December 30, 2019
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