UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cognyte Software Ltd.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
M25133105
(CUSIP Number)
August 30, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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| ☒ |
Rule 13d-1(c)
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Rule 13d-1(d)
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* 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).
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CUSIP No. M25133105
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Schedule 13G
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
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Value Base Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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3,537,751 (*)
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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3,537,751 (*)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,537,751 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) |
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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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5.03% (*) (**)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(*) 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.
2
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CUSIP No. M25133105
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Schedule 13G
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS
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Victor Shamrich |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
|
SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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3,537,751 (*)
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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3,537,751 (*)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,537,751 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) |
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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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5.03% (*) (**)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(*) 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.
3
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CUSIP No. M25133105
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Schedule 13G
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Page 4 of 8
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1
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NAMES OF REPORTING PERSONS
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Ido Nouberger |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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3,537,751 (*)
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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3,537,751 (*)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,537,751 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) |
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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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5.03% (*) (**)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(*) 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.
4
Item 1.
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(a)
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Name of Issuer
Cognyte Software Ltd. |
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(b)
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Address of Issuer’s Principal Executive Offices
33 Maskit Street, Herzliya Pituach 4673333, Israel |
Item 2.
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(a)
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Name of Person Filing
This statement is filed on behalf of each of the following, which will be referred to hereinafter, individually as a “Reporting Person” and collectively as the “Reporting Persons”: - Value Base Ltd.
- Victor Shamrich
- Ido Nouberger
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(b)
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Address of the Principal Business Office of each of the Reporting Persons is:
23 Yehuda Halevi St., Tel-Aviv 6513601, Israel. |
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(c)
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Citizenship/Place of Organization
Each Reporting Person is a citizen of or organized under the laws of the State of Israel. |
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(d)
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Title of Class of Securities
Ordinary Shares, no par value |
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(e)
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CUSIP Number
M25133105 |
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.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole power to vote or to direct the vote:
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Shared power to vote or to direct the vote:
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Sole power to dispose or to direct the disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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Value Base Ltd.
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3,537,751
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5.03
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%
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0
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3,537,751
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0
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3,537,751
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Victor Shamrich
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3,537,751
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5.03
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%
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0
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3,537,751
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0
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3,537,751
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Ido Nouberger
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3,537,751
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5.03
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%
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0
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3,537,751
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0
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3,537,751
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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 each 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.
5
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.
6
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
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/s/ Ido Nouberger /s/ Victor Shamrich
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Value Base Ltd.
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| By: |
Ido Nouberger Victor Shamrich
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| Title: |
CEO Chairman
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/s/ Victor Shamrich
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Victor Shamrich
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/s/ Ido Nouberger
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Ido Nouberger
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7
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EXHIBIT NO.
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DESCRIPTION
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8
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by
Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Cognyte Software Ltd.; each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect
to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
September 7, 2023
| /s/ Ido Nouberger /s/ Victor Shamrich | |||
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Value Base Ltd.
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| By: |
Ido Nouberger Victor Shamrich
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| Title: |
CEO Chairman
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/s/ Victor Shamrich
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Victor Shamrich
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/s/ Ido Nouberger
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Ido Nouberger
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