Amended Statement of Ownership (sc 13g/a)
February 05 2018 - 5:21PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. 4)*
Perion Network Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per
share
(Title of Class of Securities)
M78673106
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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).
(Continued on following pages)
Page
1
of 12 Pages
Exhibit Index Contained on Page 11
CUSIP NO. M78673106
|
13G
|
Page 2 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
Benchmark Israel II, L.P. (“BI”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
9,288,890 shares, except that BCPI Partners II, L.P. (“BCPI-P”), the general partner of BI, may be deemed to have sole power to vote these shares, BCPI Corporation II (“BCPI-C”), the general partner of BCPI-P, may be deemed to have sole power to vote these shares and Michael A. Eisenberg (“Eisenberg”) and Arad Naveh (“Naveh”), the directors of BCPI-C, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
9,288,890 shares, except that BCPI-P, the general partner of BI, may be deemed to have sole power to dispose of these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to dispose of these shares and Eisenberg and Naveh, the directors of BCPI-C, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9,288,890
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12.0%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
CUSIP NO. M78673106
|
13G
|
Page 3 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
BCPI
Partners II, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to vote these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to vote these shares and Eisenberg and Naveh, the directors of BCPI-C, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to dispose of these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to dispose of these shares and Eisenberg and Naveh, the directors of BCPI-C, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
|
9,571,772
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
|
12.3%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
CUSIP NO. M78673106
|
13G
|
Page 4 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
BCPI Corporation II
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to vote these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to vote these shares and Eisenberg and Naveh, the directors of BCPI-C, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to dispose of these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to dispose of these shares and Eisenberg and Naveh, the directors of BCPI-C, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
9,571,772
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12.3%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
|
CUSIP NO. M78673106
|
13G
|
Page 5 of 12 Pages
|
1
|
NAMES OF REPORTING PERSON
Michael
A. Eisenberg
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Dual citizen of the United States and Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
See response to row 6.
|
6
|
SHARED VOTING POWER
9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to vote these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to vote these shares and Eisenberg, a director of BCPI-C, may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
See response to row 8.
|
|
8
|
SHARED DISPOSITIVE POWER
9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to dispose of these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to dispose of these shares and Eisenberg, a director of BCPI-C, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9,571,772
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12.3%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
CUSIP NO. M78673106
|
13G
|
Page 6 of 12 Pages
|
1
|
NAMES OF REPORTING PERSON
Arad
Naveh
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Dual citizen of the United States and Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
See response to row 6.
|
6
|
SHARED VOTING POWER
9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to vote these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to vote these shares and Naveh, a director of BCPI-C, may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
See response to row 8.
|
|
8
|
SHARED DISPOSITIVE POWER
9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to dispose of these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to dispose of these shares and Naveh, a director of BCPI-C, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
9,571,772
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12.3%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
CUSIP NO. M78673106
|
13G
|
Page 7 of 12 Pages
|
This Amendment No. 4 amends and restates in its entirety the
Schedule 13G previously filed by Benchmark Israel II, L.P., a Delaware limited partnership (“BI”), BCPI Partners II,
L.P., a Delaware limited partnership (“BCPI-P”), BCPI Corporation II, a Delaware corporation (“BCPI-C”),
and Michael A. Eisenberg (“Eisenberg”) and Arad Naveh (“Naveh”) (together will all prior and current amendments
thereto, this “Schedule 13G”).
|
Item 1(a)
|
Name of Issuer:
Perion Network Ltd. (the “Issuer”)
|
|
Item 1(b)
|
Address of issuer's principal executive offices:
1 Azrieli Center, Building A, 4
th
Floor
|
26 HaRokmim Street, Holon, Israel
5885849
|
Items 2(a)
|
Name of person filing:
This Statement is filed by BI, BCPI-P, BCPI-C, and Eisenberg and Naveh. The foregoing entities and individuals are collectively
referred to as the “Reporting Persons.”
|
BCPI-P, the general partner of BI,
may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by BI. BCPI-C, the general
partner BCPI-P, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by BI.
Eisenberg and Naveh are the directors of BCPI-C and may be deemed to have shared power to vote and shared power to dispose of shares
of the Issuer directly owned by BI.
|
Item 2(b)
|
Address or principal business office or, if none, residence:
|
The address for each of the Reporting Persons
is:
Benchmark
2965 Woodside Road
Woodside, California 94062
|
Item 2(c)
|
Citizenship:
BI and BCPI-P are Delaware limited partnerships. BCPI-C is a Delaware corporation. Eisenberg and Naveh are dual citizens of the
United States and Israel.
|
|
Item 2(d)
|
Title of class of securities:
Ordinary Shares
|
|
Item 2(e)
|
CUSIP No.:
M78673106
|
|
Item 3
|
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person
filings is a:
|
Not applicable.
CUSIP NO. M78673106
|
13G
|
Page 8 of 12 Pages
|
|
Item 4
|
Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
The following information with respect
to the ownership of the Ordinary Shares of the issuer by the persons filing this Statement is provided as of December 31, 2017
(based on 77,550,069 Ordinary Shares of the issuer outstanding as of December 31, 2017 as reported by the issuer to the Reporting
Persons).
|
(a)
|
Amount beneficially owned
:
See Row 9 of cover page for each Reporting Person.
|
|
(b)
|
Percent of Class
:
See Row 11 of cover page for each Reporting Person.
|
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
See Row 5 of cover page for each Reporting Person.
|
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
See Row 8 of cover page for each Reporting Person.
|
|
Item 5
|
Ownership of 5 Percent or Less of a Class
Not applicable.
|
|
Item 6
|
Ownership of More than 5 Percent on Behalf of Another Person
Under certain circumstances set forth in the limited partnership agreements of BI and BCPI-P, and the certificate of incorporation
of BCPI-C, the general and limited partners or shareholders, as the case may be, of each of such entities may be deemed to have
the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which
they are a partner or shareholder.
|
CUSIP NO. M78673106
|
13G
|
Page 9 of 12 Pages
|
|
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.
|
|
Item 8
|
Identification and Classification of Members of the Group
Not applicable.
|
|
Item 9
|
Notice of Dissolution of Group
Not applicable.
|
|
Item 10
|
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP NO. M78673106
|
13G
|
Page 10 of 12 Pages
|
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.
Date: February 5, 2018
|
BENCHMARK ISRAEL II, L.P., a Delaware limited partnership
|
|
|
|
|
By:
|
BCPI PARTNERS II, L.P., a Delaware limited partnership
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
BCPI Corporation II, a Delaware corporation
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Officer
|
|
|
|
|
BCPI PARTNERS II, L.P., a Delaware limited partnership
|
|
|
|
|
By:
|
BCPI Corporation II, a Delaware corporation
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Officer
|
|
|
|
|
BCPI CORPORATION II, a Delaware corporation
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Officer
|
|
|
|
|
MICHAEL EISENBERG ARAD NAVEH
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Attorney-in-Fact*
|
*Signed pursuant to a Power of Attorney already on file with
the appropriate agencies.
CUSIP NO. M78673106
|
13G
|
Page 11 of 12 Pages
|
EXHIBIT INDEX
|
|
Found on
Sequentially
|
Exhibit
|
|
Numbered
Page
|
Exhibit A: Agreement of Joint Filing
|
|
12
|
CUSIP NO. M78673106
|
13G
|
Page 12 of 12 Pages
|
exhibit A
Agreement of Joint
Filing
The Reporting Persons agree that a single
Schedule 13G (or any amendment thereto) relating to the Ordinary Shares of Perion Network Ltd. shall be filed on behalf of each
of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate
agencies.
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