Sec Form 13D Filing - SAMBERG JOSEPH D filing for CERAGON NETWORKS LTDCERAGON NETWORKS LTD - 2022-07-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Ceragon Networks Ltd.

(Name of Issuer)

Ordinary Shares, Par Value NIS 0.01

(Title of Class of Securities)

M22013 10 2

(CUSIP Number)

Aryeh Davis

General Counsel

Hawkes Financial LLC

77 Bedford Road

Katonah, NY 10536

(914) 401-7060

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2022

(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. ☑

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

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 (“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).

CUSIP No. M22013 10 2

CUSIP No. M22013 10 2

Item 1. Security and Issuer

This Schedule 13D relates to the ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of Ceragon Networks Ltd., an Israeli company (the “Issuer”), which has its principal executive offices at 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of the shares of the Ordinary Shares for an aggregate purchase price of $21,867,702.

The source of funds was the working capital of the Revocable Trust and the Trusts (as defined below) and the personal funds of Mr. Samberg.

Item 4. Purpose of Transaction

The Reporting Persons acquired the Ordinary Shares set forth on this Schedule 13D for investment purposes.

On July 18, 2022, Mr. Samberg delivered a letter (the “Letter”) to the Board of Directors of the Issuer (the “Board”). In the Letter, which is attached to this Schedule 13D as Exhibit 2, Mr. Samberg expressed his support for the Issuer’s response to a current acquisition offer and his view that the proposed terms are inadequate, and that the acquisition price offered by Aviat Networks, Inc. in its recent acquisition proposal is well below what he believes to be a fair price for the Issuer’s shareholders. In addition, Mr. Samberg conveyed his current intention to vote in favor of the Issuer’s board nominees in the next general shareholders’ meeting, extraordinary or otherwise.

The foregoing summary of the Letter is qualified in its entirety by the text of the Letter, which is incorporated by reference into this Item 4.

Each Reporting Person expects to continuously review such person’s investment in the Issuer and, depending on various factors including but not limited to, the price of the Ordinary Shares, the terms and conditions of the transaction, prevailing market conditions and such other considerations as such Reporting Person deems relevant, may at any time or from time to time, and subject to any required regulatory approvals, acquire additional Ordinary Shares, preferred stock or other securities convertible into or exercisable or exchangeable for Ordinary Shares from time to time on the open market, in privately- negotiated transactions, directly from the Issuer, or upon the exercise or conversion of securities convertible into or exercisable or exchangeable for Ordinary Shares.

Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements dispose or distribute some or all of its of his Ordinary Shares or such other securities as it or he owns or may subsequently acquire depending on various factors, including but not limited to, the price of the shares, the terms and conditions of the transaction and prevailing market conditions, as well as the liquidity and diversification objectives.

Each Reporting Person may from time to time discuss with the Issuer’s management, directors, other shareholders and others, the Issuer’s performance, business, strategic direction, capital structure, product development program, prospects and management, as well as various ways of maximizing stockholder value, which may or may not include extraordinary transactions.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information included in Item 4 above is incorporated by reference into this Item 6.

There are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit 1            Joint Filing Agreement

Exhibit 2            Letter to the Issuer

SIGNATURES

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.

Dated: July 20, 2022