SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Topline Capital Management, LLC

(Last) (First) (Middle)
544 EUCLID STREET

(Street)
SANTA MONICA CA 90402

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2024
3. Issuer Name and Ticker or Trading Symbol
Cognyte Software Ltd. [ CGNT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) checkbox checked Other (specify below)
See Explanation in Footnotes
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
checkbox checked Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 8,050,553 I(1)(2) By Topline Capital Partners, LP(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Topline Capital Management, LLC

(Last) (First) (Middle)
544 EUCLID STREET

(Street)
SANTA MONICA CA 90402

(City) (State) (Zip)
1. Name and Address of Reporting Person*
McBirney Collin

(Last) (First) (Middle)
544 EUCLID STREET

(Street)
SANTA MONICA CA 90402

(City) (State) (Zip)
Explanation of Responses:
1. The reporting persons are (i) Topline Capital Management, LLC, an exempt reporting adviser ("TCM"), and (ii) Collin McBirney, TCM's managing member.
2. Each reporting person may be deemed to beneficially own more than 10% of the issuer's outstanding shares of common stock. Each reporting person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
3. The 8,050,553 shares of common stock reported in Table I on this Form 3 are beneficially owned by Topline Capital Partners, LP, a Delaware limited partnership (the "Fund"). As a greater than 10% beneficial owner, the Fund is separately reporting its holdings in the issuer's securities on a Form 3 filed concurrently herewith. Each of TCM, as the investment manager and general partner of the Fund, and Mr. McBirney, as managing member of TCM, may be deemed to be the beneficial owner of the shares of common stock beneficially owned by the Fund.
Topline Capital Management, LLC, By: Collin McBirney, its Managing Member 09/12/2024
Collin McBirney 09/12/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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