UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
1
)*
Cognyte Software Ltd.
(Name of
Issuer)
Common
(Title of
Class of Securities)
M25133105
(CUSIP
Number)
William Braverman ESQ,
Neuberger Berman Group LLC
1290 Avenue of the Americas
New York,
NY
10104
Phone : 212-476-9035
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 27, 2023
(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.
o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §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.
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 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Group LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
3,627,314 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
4,502,288 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
4,502,288 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| x | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
6.60%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Investment Advisers Holdings LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
3,589,248 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
4,464,222 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
4,464,222 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
6.54%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Investment Advisers LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
3,589,248 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
4,464,222 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
4,464,222 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
6.54%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Canada Holdings LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
38,066 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
38,066 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
38,066 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.06%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
NB Acquisitionco ULC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
British Columbia, Canada | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
38,066 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
38,066 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
38,066 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.06%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Canada ULC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
British Columbia, Canada | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
38,066 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
38,066 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
38,066 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.06%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Benjamin Nahum | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
77,000 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
77,000 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
77,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.11%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Amit Solomon | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
2,600 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
2,600 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,600 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
0.00%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Scott Hoina | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
600 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
600 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
600 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
0.00%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
Item 1. | Security and Issuer |
The class of equity securities to which this statement on Schedule 13D relates is the common stock (the “Securities”) of Cognyte Software Ltd., an Israeli corporation (the “Issuer”), having its principal place of business at 33 Maskit, Herzliya Pituach, 4673333, Israel. |
Item 2. | Identity and Background |
(a) | This statement is being filed by the following persons: Neuberger Berman Group LLC (“NB Group”), Neuberger Berman Investment Advisers Holdings LLC (“NBIA Holdings”), Neuberger Berman Investment Advisers LLC (“NBIA”), Neuberger Berman Canada Holdings LLC (“NBCH”), NB Acquisitionco ULC (“NBAU”), Neuberger Berman Canada ULC (“NBCU”), Benjamin Nahum, Amit Solomon, and Scott Hoina (NB Group, NBIA Holdings, NBIA, NBCH, NBAU, NBCU, Mr. Nahum, Mr. Solomon, and Mr. Hoina collectively the “Reporting Persons”). NBCH, NBAU, NBCU are included in this filing due to the common ownership with NBIA. |
(b) | The business address for each of the Reporting Persons is 1290 Avenue of Americas, New York, New York 10104. The business address for NBIA with respect to the matters relating to the
Issuer and its Securities is 1290 Avenue of Americas, New York, NY 10104. The business address for NBCU with respect to the matters relating to the Issuer and its Securities is 2 Bloor St East, Toronto, Ontario M4W 1A8, Canada. |
(c) | Each of NB Group, NBIA Holdings, NBIA, and NBCH is a Delaware limited liability company. NBAU and NBCU is registered in British Columbia as an Unlimited Liability Company.
Each of Mr. Nahum and Mr. Solomon is a portfolio manager and managing director of NBIA. Mr. Hoina is an analyst on the portfolio team of Mr. Nahum and Mr. Solomon. NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business. NBIA Holdings is a subsidiary of NB Group and the holding company of NBIA, and certain other subsidiaries engaged in the investment advisory business. NBIA, is an investment adviser registered under the Investment Advisers Act of 1940 as amended (the “Advisers Act”). As a registered investment adviser (“RIA”), NBIA provides investment advisory services to institutions, endowments, employee benefit plans, foundations, private funds, offshore public funds (collectively, “Institutions”) and investment companies registered under the Investment Company Act of 1940, as amended (“Mutual Funds”). As an RIA, NBIA provides discretionary investment advisory services to private investors. NBIA may be deemed to beneficially own the Securities in their various fiduciary capacities by virtue of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934 as amended ("Exchange Act"). This report is not an admission that any of the Neuberger Berman entities is the beneficial owner of the Securities and each of NB Group, NBIA Holdings, and NBIA and certain affiliated persons disclaim beneficial ownership of the Securities held by them in their fiduciary capacity and covered by this statement pursuant to Exchange Act Rule 13d-4. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below. NBCH is a subsidiary of NB Group and the holding company of NBAU. NBAU is a holding company of NBCU. NBCU is an investment adviser registered under the Advisers Act. As an RIA, NBCU provides discretionary investment advisory services to its clients. NBCU may be deemed to beneficially own the Securities in its various fiduciary capacities by virtue of the provisions of Rule 13d-3 under the Exchange Act. This report is not an admission that any of the Neuberger Berman entities is the beneficial owner of the Securities and each of NB Group, NBCH, NBAU, NBCU and certain affiliated persons disclaim beneficial ownership of the Securities held by them in their fiduciary capacity and covered by this statement pursuant to Exchange Act Rule 13d-4. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below. Neuberger Berman Group LLC Directors Joseph Amato Sharon Bowen Robert D’Alelio Michele Docharty Steven Kandarian George Walker Richard Worley Executive Officers George Walker, Chief Executive Officer Joseph Amato, President Andrew Komaroff, Executive Vice President and Chief Operating Officer Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary William Arnold, Executive Vice President and Chief Financial Officer Michael Chinni, Treasurer Leo Anthony Viola, Controller Neuberger Berman Investment Advisers LLC Directors Joseph Amato Kenneth deRegt Vanessa Rosenthal Bradley Tank Stephen Wright Executive Officers Joseph Amato, President –Equities and Chief Investment Officer – Equities Bradley Tank, President- Fixed Income and Chief Investment Officer – Fixed Income Kenneth deRegt, Chief Operating Officer – Fixed Income and Managing Director Patrick Deaton – Chief Operating Officer – NBAIM and Managing Director Paul Lanks – Chief Operating Officer - PWM Douglas Kramer, Head of Institutional Equity and Multi-Asset and Managing Director Vanessa Rosenthal – Chief Operating Officer – Institutional Equity and Multi-Asset Brian Kerrane, Head of Mutual Fund Administration and Managing Director Brad Cetron, Chief Compliance Officer, Head of Compliance and Managing Director Michael Chinni, Controller Treasurer and Senior Vice President Leo Anthony Viola, Controller and Managing Director Savonne Ferguson, Chief Compliance Officer – Mutual Funds and Senior Vice President Neuberger Berman Canada ULC Directors Joseph Amato Heather Zuckerman Ray Carroll Executive Officers Kashif Khan, Chief Executive Officer Ray Carroll, Chief Investment Officer – Breton Hill William Arnold, Chief Financial Officer Leo Anthony Viola, Controller Barry Giarraputo Chief Financial Officer – Alternatives Milca Beltre, Head of Tax Viviana Beltrametti Waler, Senior Vice President and Chief Compliance Officer Brian Kerrane, Head of Fund Administration Robert Arancio, Head of Trading Patrick Lomelo, Head of Operations |
(d) | None of the individuals referenced above have been convicted in a criminal proceeding in the past five years. |
(e) | None of the individuals referenced above have been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years. |
(f) | All of the individuals referenced above are citizens of the United States. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
NB Group, through its subsidiary registered investment advisers, NBIA, used an aggregate of approximately $44,773,109 of funds provided through the accounts of certain investment advisory clients to purchase the Securities reported as beneficially owned in Item 5. Mr. Nahum, Mr. Solomon, and Mr. Hoina used approximately $265,240, $28,297, and $7,675, respectively, of personal funds to purchase the Securities beneficially owned, as set forth in Item 5. Certain of the Securities owned by Mr. Nahum, Mr. Solomon, and Mr. Hoina were purchased through a margin account in the ordinary course of business. |
Item 4. |
Purpose
of Transaction
|
NBIA, the registered investment adviser subsidiary of NB Group, purchased the Securities reported herein for investment purposes for the accounts of certain investment advisory clients and was eligible, in accordance with Rule 13d-1(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), to file a Schedule 13G in respect of the Securities, which was not required to be filed until early 2023.
The Reporting Persons have continually reviewed the investment in the Issuer in light of the Issuer’s published financial results and disclosures, developments relating to the Issuer’s business and industry and other factors The Reporting Persons believe that, although the Issuer has encountered operational challenges since its initial public offering and has recently reported disappointing financial results, it has a solid foundation from which shareholder value can be restored. The Reporting Persons further believe that the ability of the Issuer’s management to successfully execute a turnaround of the Issuer’s business would be materially enhanced by raising incremental equity capital and adding members of management and directors with skills that complement those of the existing members of management and the Board of Directors. In that connection, NBIA sent a letter to the Board of Directors of the Issuer informing the Board of Directors that NBIA has identified executives who NBIA believes can help improve the Issuer’s execution and its access to key U.S. and foreign government agencies and NBIA would also be prepared to provide the Issuer with additional equity capital to support a successful turnaround of the Issuer. A copy of this letter to the Board of Directors is attached as Exhibit 3 in the original 13D filing dated August 8, 2022. The Reporting Persons intend to speak with members of the Board of Directors and management of the Issuer, other stockholders and third parties regarding steps that can be taken by the Issuer, its Board of Directors and management team to turnaround the Issuer’s business and alternatives available to the Issuer to raise additional equity capital. In that connection, the Reporting Persons may formulate plans or proposals with respect to the Issuer, its operational and capital needs, including plans or proposals relating to potential capital raising transactions (including transactions potentially involving the Reporting Persons and other stockholders of the Issuer), and other matters referred to in items (a) through (j) of Item 4 of Schedule 13D, either alone or with others, at any time. In addition, the Reporting Persons may acquire additional securities of the Issuer or may determine to sell, or otherwise dispose of, all or some of the securities of the Issuer presently beneficially owned by the Reporting Persons, in the open market or in private transactions. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Securities, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decisions. |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The aggregate number of Securities to which this Schedule 13D relates is 4,502,288 shares, representing 6.60% of the 67,480,737 common shares, as reported outstanding on May 23,2022 in the Issuer’s Form 6-K for the month of May 2022. The Reporting Persons beneficially own the Securities as follows:
Common Shares / Percentage of Common Shares Outstanding NBIA 4,464,222 / 6.54% NBCU 38,066 / 0.06% Ben Nahum 77,000 / .11% Amit Solomon 2,600 / .00% Scott Hoina 600 / .00% Due to NB Group’s and NBIA Holdings’ indirect and direct ownership of NBIA, each of NB Group and NBIA Holdings is deemed to beneficially own the Securities beneficially owned by NBIA. Due to NB Group, NBCH and NBAU’s indirect and direct ownership of NBCU, each of NB Group, NBCH, and NBAU is deemed to beneficially own the Securities beneficially owned by NBCU. |
(b) | NBIA has been granted discretionary voting and dispositive power with respect to 3,589,248 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBIA shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NBIA has been granted discretionary dispositive power, but not voting power, with respect to the remaining 874,974 of the Securities reported herein as beneficially owned by it. NBIA shares only dispositive power with the clients in whose accounts such Securities are held.
NBCU has been granted discretionary voting and dispositive power with respect to 38,066 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBCU shares voting and dispositive power with its clients in whose accounts the Securities are held. |
(c) | The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.
See Exhibit 2. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Item 7. |
Material
to Be Filed as Exhibits
|
The Joint Filing Agreement is attached hereto as Exhibit 1.
List of Trades transacted in the Issuer’s Securities in the past sixty days in response to Item 5.c is attached hereto as Exhibit 2. |
Signature
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.
Neuberger Berman Group LLC | |||
January 31, 2023 | By: |
/s/
Joseph Amato | |
President | |||
Neuberger Berman Investment Advisers LLC | |||
January 31, 2023 | By: |
/s/
Joseph Amato | |
President - Equities | |||
Neuberger Berman Investment Advisers Holdings LLC | |||
January 31, 2023 | By: |
/s/
Andrew Komaroff | |
President | |||
Neuberger Berman Canada Holdings LLC | |||
January 31, 2023 | By: |
/s/
Ray Carroll | |
Chief Executive Officer | |||
NB Acquisitionco ULC | |||
January 31, 2023 | By: |
/s/
Ray Carroll | |
Chief Executive Officer | |||
Neuberger Berman Canada ULC | |||
January 31, 2023 | By: |
/s/
Ray Carroll | |
Chief Executive Officer | |||
Neuberger Berman Group LLC | |||
January 31, 2023 | By: |
/s/
Benjamin Nahum | |
Managing Director | |||
Neuberger Berman Group LLC | |||
January 31, 2023 | By: |
/s/
Amit Solomon | |
Managing Director | |||
Neuberger Berman Group LLC | |||
January 31, 2023 | By: |
/s/
Scott Hoina | |
Senior Vice President | |||
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that the Schedule 13D filed
herewith and any future amendments to such Schedule 13D are filed jointly. This Agreement may be executed in any number of counterparts all of which when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 31st day of January 2023.
Neuberger Berman Group LLC
/s/Joseph Amato
By: Joseph Amato
President
Neuberger Berman Investment Advisers LLC
/s/Joseph Amato
By: Joseph Amato
President - Equities
Neuberger Berman Investment Advisers Holdings LLC
/s/Andrew Komaroff
By: Andrew Komaroff
President
Neuberger Berman Canada Holdings LLC
/s/Ray Carroll
By: Ray Carroll
Chief Executive Officer
NB Acquisitionco ULC
/s/Ray Carroll
By: Ray Carroll
Chief Executive Officer
Neuberger Berman Canada ULC
/s/Ray Carroll
By: Ray Carroll
Chief Executive Officer
/s/Benjamin Nahum
Benjamin Nahum
/s/Amit Solomon
Amit Solomon
/s/Scott Hoina
Scott Hoina
Exhibit 2
Schedule I
Information with respect to transactions effected during the past sixty days or since the most recent filing on Schedule 13D (Unless noted otherwise, all
transactions were effected on the New York Stock Exchange)
|
Date
|
Buys/Sell
|
Units Quantity
|
Average Price
|
|
|
|
12/5/2022
|
Buy
|
1161
|
2.91
|
|
|
12/5/2022
|
Sell
|
559
|
2.93
|
|
|
12/6/2022
|
Sell
|
4619
|
2.75
|
|
|
12/7/2022
|
Buy
|
29511
|
2.61
|
|
12/7/2022
|
Sell
|
34020
|
2.61
|
|
|
12/8/2022
|
Sell
|
20637
|
2.53
|
|
|
|
12/9/2022
|
Sell
|
3687
|
2.62
|
|
12/12/2022
|
Sell
|
11819
|
2.62
|
|
|
12/13/2022
|
Buy
|
37190
|
2.72
|
|
|
12/14/2022
|
Buy
|
17
|
2.77
|
|
|
12/14/2022
|
Sell
|
1659
|
2.75
|
|
|
12/15/2022
|
Buy
|
338
|
2.59
|
|
|
12/15/2022
|
Sell
|
1458
|
2.62
|
|
|
12/16/2022
|
Sell
|
1840
|
2.48
|
|
|
12/19/2022
|
Buy
|
899
|
2.41
|
|
|
12/19/2022
|
Sell
|
3313
|
2.36
|
|
|
12/20/2022
|
Buy
|
152160
|
2.68
|
|
|
12/21/2022
|
Buy
|
98232
|
2.81
|
|
|
12/21/2022
|
Sell
|
305
|
2.75
|
|
|
12/22/2022
|
Buy
|
127286
|
2.78
|
|
|
12/22/2022
|
Sell
|
7661
|
2.75
|
|
|
12/23/2022
|
Buy
|
119
|
2.85
|
|
|
12/28/2022
|
Buy
|
2238
|
2.69
|
|
|
12/28/2022
|
Sell
|
7501
|
2.64
|
|
|
12/29/2022
|
Buy
|
742
|
3.01
|
|
|
12/29/2022
|
Sell
|
3752
|
2.89
|
|
|
12/30/2022
|
Buy
|
56900
|
3.03
|
|
|
1/3/2023
|
Sell
|
16
|
3.21
|
|
|
1/4/2023
|
Buy
|
233
|
3.26
|
|
|
1/5/2023
|
Sell
|
162
|
3.32
|
|
|
1/6/2023
|
Buy
|
18835
|
3.45
|
|
|
1/9/2023
|
Buy
|
901
|
3.67
|
|
|
1/9/2023
|
Sell
|
164
|
3.64
|
|
|
1/10/2023
|
Buy
|
45067
|
3.64
|
|
|
1/11/2023
|
Buy
|
42
|
3.66
|
|
|
1/11/2023
|
Sell
|
250
|
3.67
|
|
|
1/12/2023
|
Buy
|
11965
|
3.63
|
|
|
1/13/2023
|
Buy
|
11676
|
3.79
|
|
|
1/13/2023
|
Sell
|
356
|
3.76
|
|
|
1/17/2023
|
Buy
|
8444
|
3.84
|
|
|
1/17/2023
|
Sell
|
43
|
3.87
|
|
|
1/18/2023
|
Sell
|
1359
|
3.85
|
|
|
1/19/2023
|
Sell
|
46
|
3.51
|
|
|
1/20/2023
|
Buy
|
2641
|
3.74
|
|
|
1/24/2023
|
Sell
|
146
|
3.83
|
|
|
1/25/2023
|
Sell
|
632
|
3.58
|
|
|
1/26/2023
|
Sell
|
156
|
3.61
|
|
|
1/27/2023
|
Buy
|
10958
|
3.84
|
|
|
1/30/2023
|
Buy
|
4503
|
3.74
|
|