Sec Form 13G Filing - Value Base Ltd. filing for COGNYTE SOFTWARE LTD (CGNT) - 2023-09-08

Cognyte Software Ltd.

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Ordinary Shares, no par value

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M25133105

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August 30, 2023

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CUSIP No. M25133105

Schedule 13G

Page 2 of 8

 

1	NAMES OF REPORTING PERSONS
	Value Base Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,537,751 (*)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,537,751 (*)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,537,751 (*)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.03% (*) (**)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(**) Based on the Current Report on Form 6-K filed by the Issuer on August 1, 2023, which reflects 70,317,792 ordinary shares outstanding as of July 31, 2023.

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on the Current Report on Form 6-K filed by the Issuer on August 1, 2023, which reflects 70,317,792 ordinary shares outstanding as of July 31, 2023.

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on the Current Report on Form 6-K filed by the Issuer on August 1, 2023, which reflects 70,317,792 ordinary shares outstanding as of July 31, 2023.

 

Item 1.

 

 

Item 2.

 

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):

 

Not applicable.

 

Item 4.  Ownership.

 

The ownership information presented below is as of August 30, 2023 and represents beneficial ownership of ordinary shares of the Issuer based on the Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on August 1, 2023, which reflects 70,317,792 ordinary shares outstanding as of July 31, 2023.

 

 

The securities reported herein are beneficially owned as follows: (i) 1,319,514 owned directly by Value Base Ltd., an Israeli company which is controlled by Messrs Victor Shamrich and Ido Nouberger and wholly owns Value Base Hedge Fund Ltd., an Israeli company and the general partner of Harmony Base L.P.; (ii) 1,079,483 owned directly by Harmony Base L.P., an Israeli limited partnership; (iii) 666,354 owned directly by Victor Shamrich, and (iv) 472,400 owned directly by Ido Nouberger

 

This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and e ach Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13G disclaims the existence of any such group.

 

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable. 

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

 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.  Certification.

 

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.

 

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.

 

September 7, 2023