INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND
Check the following box to designate the rule pursuant to which the Schedule is filed:
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).
1.
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Name of Reporting Persons
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Harel Insurance Investments & Financial Services Ltd.
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2.
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Check the Appropriate Box if a Member of a Group
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(a) ☒
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(b) ☐
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3.
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4.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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0
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6.
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2,318,210 Ordinary Shares*
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7.
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0
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8.
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2,352,922 Ordinary Shares*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,352,922 Ordinary Shares*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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☐
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11.
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Percent of Class Represented by Amount in Row (9)
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5.1%**
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12.
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Type of Reporting Person:
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CO
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*See Item 4.
** Based on information received from the Issuer, there were 46,151,590 Ordinary Shares issued and outstanding as of December 28, 2022.
Item 1.
Perion Network Ltd. (the “Issuer”).
(b) |
Address of Issuer’s Principal Executive Offices:
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Azrieli Center 1, Building A, 4th Floor, 26 Harokmim St. Holon, Israel 5885849
Item 2.
(a)-(c) |
Name of Person Filing, address and citizenship:
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The following entity is referred to as the “Reporting Person” in this Statement:
Harel Insurance Investments & Financial Services Ltd., an Israeli public company, with a principal business address at Harel House; 3 Aba Hillel Street; Ramat Gan 52118, Israel.
(d) |
Title of Class of Securities:
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Ordinary Shares, par value NIS 0.03 per share (the “Ordinary Shares”).
M78673114
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:
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Not Applicable.
Of the 2,352,922 Ordinary Shares reported in this Statement as beneficially owned by the
Reporting Person (i) 2,317,967 Ordinary Shares are held for members of the
public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under
independent management and makes independent voting and investment decisions, (ii) 34,712 Ordinary Shares are held by third-party client accounts
managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and
(iii) 243 Ordinary Shares are beneficially held for its own account.
Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 243 Ordinary Shares.
Except as set forth above, see items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are
incorporated herein.
Item 5. |
Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the
following ☐.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
Item 7. |
Identification and Classification of the Subsidiary, Which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
Item 8. |
Identification and Classification of Members of the Group
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Not Applicable.
Item 9. |
Notice of Dissolution of Group
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Not Applicable.
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, other than activities solely in connection with a
nomination under §240.14a-11.
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.
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HAREL INSURANCE INVESTMENTS AND FINANCIAL SERVICES LTD.
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BY: /s/ Uri Rabinovitz
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Name, Title: Uri Rabinovitz, Vice President
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