Cognyte Software Ltd. — Major Shareholding Notification 2024

Feb 15, 2024

SC 13G 1 tm245366d1_sc13g.htm SC 13G

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UNITED STATES

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) |
| Common Stock |
| (Title of Class of Securities) |
| M25133105 |
| (CUSIP Number) |
| December
31, 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:

x	Rule 13d-1(b)
¨	Rule 13d-1(c)
o	Rule 13d-1(d)

*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 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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1.	Names of Reporting Persons American Capital Management, Inc.
2.	Check the Appropriate Box if a Member of a Group (See
Instructions) (see instructions) (a) x (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person WIth	Sole Voting Power 1,787,581
6.	Shared Voting Power 0
7.	Sole Dispositive Power 5,802,415
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,802,415
10.	Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 8.2%
12.	Type of Reporting Person (See Instructions) IA

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Item 1. — (a)	Name of Issuer
	Cognyte Software Ltd.
(b)	Address of Issuer’s
Principal Executive Offices
	33 Maskit St, Herzliya Israel
Item 2
(a)	Name of Person Filing
	American
Capital Management, Inc.
(b)	Address of Principal
Business Office or, if none, Residence
	575
Lexington Avenue, 30 th Fl NY NY 10022
(c)	Citizenship
	New
York based company
(d)	Title of Class of Securities
	Common
Stock
(e)	CUSIP Number
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)	o	Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	x	An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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)	o	A non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k)	o	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: ______.

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Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		5,802,415
	(b)	Percent of class:
		8.2%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
			1,787,581
		(ii)	Shared power
to vote or to direct the vote
			0
		(iii)	Sole power to dispose
or to direct the disposition of
			5,802,415
		(iv)	Shared
power to dispose or to direct the disposition of
			0
Item 5.	Ownership of Five Percent or Less of a Class
	If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ¨ .
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	NA
Item 7.	Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	NA
Item 8.	Identification and Classification of Members of the Group
	NA
Item 9.	Notice of Dissolution of Group
	NA
Item 10.	Certifications

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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.

2/14/2024
Date
/s/ Michael
Meagher
Signature
Michael
Meagher Chief Compliance Officer
Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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