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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Cognyte Software Ltd.
(Name of Issuer)
Ordinary Shares, no par value
|
M25133105
|
(Title of class of securities)
|
(CUSIP number)
|
Value Base Ltd.
c/o Tsahy Alon, General Counsel
23 Yehuda Halevi St.
Tel-Aviv 6513601, Israel
Telephone: +972-3-622-3381
with a copy to:
Herzog Fox & Neeman
6 Yitzhak Sadeh St.
Tel Aviv 6777506, Israel
Attn: Ron Ben-Menachem, Adv.
Telephone: 972-3-692-2020
Attn: Ron Ben-Menachem, Adv.
Telephone: 972-3-692-2020
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 6, 2024
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e),
13d-1(f) or 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 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.
(Continued on following pages)
CUSIP No. M25133105 | Page 2 of 10 |
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
|
Value Base Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS:
|
WC, PF, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
6,706,674
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
6,706,674
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
6,706,674
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.33%1
|
14
|
TYPE OF REPORTING PERSON:
|
CO
|
(1) Based on 71,894,135 Ordinary Shares outstanding as of July 23, 2024 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission (“SEC”) on July 30, 2024).
2
CUSIP No. M25133105 | Page 3 of 10 |
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
|
Value Base Hedge Fund Ltd., acting as the general partner to Harmony Base, Limited Partnership
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS:
|
WC, PF, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
6,706,674
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
6,706,674
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
6,706,674
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.33%1
|
14
|
TYPE OF REPORTING PERSON:
|
CO
|
(1) Based on 71,894,135 Ordinary Shares outstanding as of July 23, 2024 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on July 30, 2024).
3
CUSIP No. M25133105 | Page 4 of 10 |
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
|
Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund, Limited Partnership
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS:
|
WC/PF/OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
6,706,674
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
6,706,674
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWN
ED BY REPORTING PERSON:
|
6,706,674
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.33%1
|
14
|
TYPE OF REPORTING PERSON:
|
CO
|
(1) Based on 71,894,135 Ordinary Shares outstanding as of July 23, 2024 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on July 30, 2024).
4
CUSIP No. M25133105 | Page 5 of 10 |
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
|
Ido Nouberger
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS:
|
WC, PF, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
6,706,674
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
6,706,674
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
|
6,706,674
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.33%1
|
14
|
TYPE OF REPORTING PERSON:
|
IN
|
(1) Based on 71,894,135 Ordinary Shares outstanding as of July 23, 2024 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on July 30, 2024).
5
CUSIP No. M25133105 | Page 6 of 10 |
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
|
Victor Shamrich
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS:
|
WC, PF, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
6,706,674
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
6,706,674
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
6,706,674
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.33%1
|
14
|
TYPE OF REPORTING PERSON:
|
IN
|
(1) Based on 71,894,135 Ordinary Shares outstanding as of July 23, 2024 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on July 30, 2024).
6
CUSIP No. M25133105 | Page 7 of 10 |
1
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
|
Tal Yaacobi
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS:
|
WC, PF, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
6,706,674
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
6,706,674
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
6,706,674
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.33%1
|
14
|
TYPE OF REPORTING PERSON:
|
IN
|
(1) Based on 71,894,135 Ordinary Shares outstanding as of July 23, 2024 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on July 30, 2024).
7
Explanatory Note
This Amendment No. 2 (the “Amendment”) amends the statement on Schedule 13D originally filed by the Reporting Persons on June 26, 2024, as amended by Amendment No. 1 thereto filed on July
25, 2024 (the “Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of this Schedule 13D
remains unchanged. This Schedule 13D relates to the ordinary shares, no par value (the “Ordinary Shares”), of Cognyte Software Ltd., a company incorporated in Israel (“Cognyte”, the “Company” or the “Issuer”), having
its principal executive offices at 33 Maskit Street, Herzliya Pituach 4673333, Israel.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended to add the following:
On August 6, 2024, the Reporting Persons sent a letter to the Board of Directors of the Company (the “Letter”) requesting that the Board of Directors revise the proxy statement issued on July 30, 2024 to add the
following two items to the agenda for the Company’s 2024 Annual General Meeting (the “AGM”): (i) election of Mr. Tal Yaacobi as a Class III director (the “Director Nominee” or “Mr. Yaacobi”), and (ii) approval of the entry into
indemnification and exculpation agreements, and providing liability insurance coverage and compensation to the Director Nominee, each as provided to the current directors of the Company. A copy of the Letter, with relevant appendices, is filed
herewith as Exhibit 4 and incorporated herein by reference. The description of the Letter contained in this Amendment No. 2 is qualified in its entirety by reference to Exhibit 4 hereto.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated as follows:
(a) – (b)
As of the date hereof, Harmony GP may be deemed to be the beneficial owner of the 1,114,585 Ordinary Shares held directly by Harmony LP, which represent approximately 1.55% of the number of Ordinary Shares outstanding.
As of the date hereof, VBF GP may be deemed to be the beneficial owner of the 2,977,122 Ordinary Shares held directly by VBF LP, which represent approximately 4.14% of the number of Ordinary Shares outstanding.
As of the date hereof, Value Base owns directly (and therefore is deemed the beneficial owner of) 1,469,213 Ordinary Shares. As the sole owner of Harmony GP and the controlling shareholder of VBF GP, Value Base may be
deemed the indirect beneficial owner of 1,114,585 and 2,977,122 Ordinary Shares beneficially owned by Harmony LP and VBF LP, respectively, which together with the Ordinary Shares it owns directly aggregate to 5,560,920 Ordinary Shares representing
approximately 7.73% of the number of Ordinary Shares outstanding.
As of the date hereof, Mr. Shamrich owns directly (and therefore is deemed the beneficial owner of) 671,354 Ordinary Shares and, who together with Mr. Nouberger controls Value Base, may be deemed the indirect
beneficial owner of 5,560,920 Ordinary Shares beneficially owned by Value Base, which together with the Ordinary Shares he owns directly aggregate to 6,232,274 Ordinary Shares representing approximately 8.67% of the number of Ordinary Shares
outstanding.
8
As of the date hereof, Mr. Nouberger owns directly (and therefore is deemed the beneficial owner of) 472,400 Ordinary Shares and, who together with Mr. Shamrich controls Value Base, may be deemed the indirect
beneficial owner of 5,560,920 Ordinary Shares beneficially owned by Value Base, which together with the Ordinary Shares he owns directly aggregate to 6,033,320 Ordinary Shares representing approximately 8.39% of the number of Ordinary Shares
outstanding.
As of the date hereof, Mr. Yaacobi owns through a wholly-owned company (and therefore is deemed the beneficial owner of) 2,000 Ordinary Shares, which represent approximately 0.003% of the number of Ordinary Shares
outstanding.
Because the Reporting Persons named in this Schedule 13D may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), each of Harmony GP, VBF
GP, Value Base, Mr. Shamrich, Mr. Nouberger and Mr. Yaacobi may share the power to vote, or direct the voting of, and share the power to dispose of, or direct the disposition of, the 6,706,674 Ordinary Shares held in the aggregate by the Reporting
Persons, which represent approximately 9.33% of the number of Ordinary Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owners of any securities of the Issuer he
or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission
that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.
Percentages set forth in this Schedule 13D were calculated based on 71,265,540 Ordinary Shares outstanding as of April 30, 2024 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on June 18,
2024).
(c) To the best knowledge of the Reporting Persons, none of the Reporting Persons has engaged in any transaction during the past 60 days with respect to any Ordinary Share.
(d) No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Ordinary Shares
referred to in this Item 5.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended and restated as follows:
The following Exhibits are filed herewith:
9
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: August 7, 2024
Value Base Ltd.
|
|||
/s/ Ido Nouberger
|
/s/ Victor Shamrich
|
|
|
Name: Ido Nouberger
|
Victor Shamrich
|
||
Title: CEO
|
Chairman
|
||
Value Base Fund General Partner Ltd.
|
|||
By: Value Base Fund Management Ltd.
|
|||
/s/ Ido Nouberger*
|
/s/ Victor Shamrich*
|
|
|
Name: Ido Nouberger
|
Victor Shamrich
|
||
Title: Director
|
Director
|
|
|
Value Base Hedge Fund Ltd.
|
|||
/s/ Ido Nouberger**
|
/s/ Victor Shamrich**
|
|
|
Name: Ido Nouberger
|
Victor Shamrich
|
||
Title: Director
|
Director
|
|
/s/ Ido Nouberger
|
|||
Ido Nouberger
|
|||
/s/ Victor Shamrich
|
|||
Victor Shamrich
|
/s/ Tal Yaacobi
|
|||
Tal Yaacobi
|
* Evidence of signature authority on behalf of Value Base Fund Management Ltd. is attached as Exhibit 2 to the Schedule 13D.
** Evidence of signature authority on behalf of Value Base Hedge Fund Ltd. is attached as Exhibit 3 to the Schedule 13D.
10