Audiocodes Ltd. — Major Shareholding Notification 2015

Feb 19, 2015

SC 13G/A 1 p15-0771sc13ga.htm RIMA SENVEST MANAGEMENT, LLC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
AudioCodes
Ltd.
(Name of Issuer)
Ordinary
Shares, Nominal Value NIS 0.01 per share
(Title of Class of Securities)
M15342104**
(CUSIP Number)
December
31, 2014
(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)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 8 Pages)

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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 the disclosures provided in a prior cover page.

** The Ordinary Shares do not have a CUSIP number. The CINS number for the Ordinary Shares is M15342104.

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).

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CUSIP No. M15342104 13G/A Page 2 of 8 Pages

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1	NAME OF REPORTING PERSON RIMA Senvest Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,570,435*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,570,435**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,570,435*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.71%*
12	TYPE OF REPORTING PERSON OO, IA

• Represents holdings as of February 19, 2015. As of December 31, 2014, the Reporting Person held 1,390,821 Ordinary Shares, equal to 3.28% of the outstanding Ordinary Shares of the Issuer.

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1	NAME OF REPORTING PERSON Richard Mashaal
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,187,102*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,187,102*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,187,102*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.16%*
12	TYPE OF REPORTING PERSON IN, HC

• Represents holdings as of February 19, 2015. As of December 31, 2014, the Reporting Person held 1,967,350 Ordinary Shares, equal to 4.64% of the outstanding Ordinary Shares of the Issuer.

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CUSIP No. M15342104 13G/A Page 4 of 8 Pages

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Item 1(a).
AudioCodes Ltd. (the " Issuer ")

Item 1(b).
1 Hayarden Street
Airport City, Lod
7019900
Israel

Item 2(a).	Name of Person Filing.
	This statement is filed by RIMA Senvest Management, LLC and Richard Mashaal.
	The reported securities are held in the accounts of Senvest Master Fund, L.P. and Senvest Israel Partners, L.P. (the " RIMA Funds ") and Senvest International L.L.C. (collectively with the RIMA Funds, the " Investment Vehicles ").
	RIMA
Senvest Management, LLC serves as investment manager and general partner of each of the RIMA Funds. Richard Mashaal is the
managing member of RIMA Senvest Management, LLC and is president of, exercising investment and voting powers over, Senvest
International L.L.C. Mr. Mashaal may be deemed to have voting and dispositive powers over the securities held by
the Investment Vehicles.
	RIMA
Senvest Management, LLC may be deemed to beneficially own the securities held by the RIMA Funds by virtue of RIMA Senvest
Management, LLC's position as investment manager and general partner of each of the RIMA Funds. Mr. Mashaal may be deemed to
beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal's status as the managing member of
RIMA Senvest Management, LLC and his investment and voting powers over Senvest International L.L.C. None of the foregoing
should be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities
reported herein.
Item 2(b).	Address of Principal Business Office.
	RIMA Senvest Management, LLC
	540 Madison Avenue, 32 nd Floor
	New York, New York 10022
	Richard Mashaal
	c/o RIMA Senvest Management, LLC
	540 Madison Avenue, 32 nd Floor
	New York, New York 10022
Item 2(c).	Place of Organization.
	RIMA Senvest Management, LLC – Delaware
	Richard Mashaal – Canada

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Item 2(d).
Ordinary Shares, Nominal Value NIS 0.01 per share

Item 2(e).
The Ordinary Shares do not have a CUSIP number. The CINS number for the Ordinary Shares is M15342104.

ITEM 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.

Item 4.

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 42,380,158 Ordinary Shares outstanding as of December 31, 2014, as confirmed by the Issuer to the Reporting Persons.

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Item 5.
Not applicable.

Item 6.
The Investment Vehicles have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

Item 10.

By signing below each Reporting Person certifies that, to the best of his or its 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.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 19, 2015
RIMA SENVEST MANAGEMENT, LLC
By:	/s/ George Malikotsis
Name:	George Malikotsis
Title:	Chief Financial Officer
/s/ Richard Mashaal
RICHARD MASHAAL

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CUSIP No. M15342104 13G/A Page 8 of 8 Pages

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Exhibit A

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: February 19, 2015
RIMA SENVEST MANAGEMENT, LLC
By:	/s/ George Malikotsis
Name:	George Malikotsis
Title:	Chief Financial Officer
/s/ Richard Mashaal
RICHARD MASHAAL