Amended Statement of Ownership (sc 13g/a)
December 11 2017 - 9:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Perion
Network Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M78673106
(CUSIP Number)
November 30, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in 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).
CUSIP No. M78673106
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1.
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Names of
Reporting Persons
J.P. Morgan Investment Management Inc.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (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
Delaware
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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
0
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6.
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Shared Voting Power
4,203,067
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,203,067
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,067
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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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11.
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Percent of Class Represented by Amount
in Row (9)
5.4%
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12.
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Type of Reporting Person (See
Instructions)
IA
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2
CUSIP No. M78673106
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1.
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Names of
Reporting Persons
PEG Digital Growth Fund L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (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
Delaware
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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
0
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6.
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Shared Voting Power
4,203,067
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,203,067
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,067
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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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11.
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Percent of Class Represented by Amount
in Row (9)
5.4%
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12.
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Type of Reporting Person (See
Instructions)
PN
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3
CUSIP No. M78673106
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1.
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Names of
Reporting Persons
Project Condor LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (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
Delaware
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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
0
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6.
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Shared Voting Power
4,203,067
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,203,067
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,067
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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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11.
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Percent of Class Represented by Amount
in Row (9)
5.4%
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12.
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Type of Reporting Person (See
Instructions)
OO
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4
CUSIP No. M78673106
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1.
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Names of
Reporting Persons
National Council for Social Security Fund
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (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
China
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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
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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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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11.
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Percent of Class Represented by Amount
in Row (9)
0%
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12.
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Type of Reporting Person (See
Instructions)
FI
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5
Item 1.
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(b)
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Address of Issuers Principal Executive Offices:
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1 Azrieli Center, Building A, 4th Floor
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Item 2.
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(a)
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Name of Person Filing:
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This statement is filed by J.P. Morgan Investment Management
Inc. (
JPMIM
); PEG Digital Growth Fund L.P. (
DGF
), Project Condor LLC (
Condor
) and the National Council for Social Security Fund (
SSF
, together with JPMIM, DGF, and Condor,
the
Reporting Persons
).
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(b)
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Address of Principal Business Office or, if none, Residence:
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For JPMIM, DGF, and
Condor:
320 Park Avenue
New York, New York 10022
For
SSF:
South Tower, Fortune Time, Building 11
Fenghuiyuan, Xicheng District
Beijing, Peoples Republic of China 100032
For JPMIM, DGF, and Condor, Delaware. For SSF, China.
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(d)
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Title of Class of Securities:
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Ordinary Shares, par value NIS 0.01 per share
M78673106
Item 3.
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If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
The information required by this item with respect to each Reporting Person
is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.
6
The percent of class represented by the amount beneficially owned by each Reporting Person is
based on 77,550,069 ordinary shares outstanding on June 30, 2017, as disclosed in the Issuers Form 6-K filed on September 7, 2017.
The ordinary shares to which JPMIM has shared voting or dispositive power consists of 4,203,067 ordinary shares held by Condor. DGF owns 98.75%
of the membership interests of Condor, a member-managed limited liability company. As the holder of the majority of the membership interests of Condor, DGF manages Condor and has shared voting or dispositive power over the 4,203,067 ordinary shares
held by Condor. JPMIM serves as investment advisor to DGF.
Item 5.
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Ownership of Five Percent or Less of a Class
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On November 30, 2017, SSF ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
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.
7
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.
Dated December 11, 2017
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J.P. MORGAN INVESTMENT MANAGEMENT INC.
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By:
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/s/ Tyler Jayroe
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Name:
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Tyler Jayroe
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Title:
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Managing Director
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PEG DIGITAL GROWTH FUND L.P.
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By: J.P. Morgan Investment Management Inc.,
its investment advisor
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By:
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/s/ Tyler Jayroe
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Name:
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Tyler Jayroe
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Title:
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Managing Director
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PROJECT CONDOR LLC
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By:
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/s/ Tyler Jayroe
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Name:
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Tyler Jayroe
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Title:
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Vice President
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NATIONAL COUNCIL FOR SOCIAL SECURITY FUND
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By: J.P. Morgan Investment Management Inc.,
as authorized signatory
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By:
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/s/ Evrard Fraise
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Name:
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Evrard Fraise
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Title:
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Managing Director
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8
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