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Perion Network Ltd. — Major Shareholding Notification 2025
Mar 3, 2025
32957_mrq_2025-03-03_73ee2ff0-5362-4099-b1f2-54caad03a72e.zip
Major Shareholding Notification
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xml version="1.0" encoding="UTF-8"? SCHEDULE 13G 0001992355 XXXXXXXX LIVE Ordinary shares, nominal value NIS 0.03 per share 02/26/2025 0001338940 Perion Network Ltd M78673114 26 HaRokmim Street Holon L3 5885849 Rule 13d-1(c) Value Base Ltd. b L3 0 2245651 0 2245651 2245651 N 5.01 CO Percentage reported in Item 11 is based on 44,825,053 Ordinary Shares outstanding as of February 26, 2025 (as reported on Maya, the reporting system used by Israeli public companies ("Maya")). Victor Shamrich b L3 0 2245651 0 2245651 2245651 N 5.01 IN Percentage reported in Item 11 is based on 44,825,053 Ordinary Shares outstanding as of February 26, 2025 (as reported on Maya). Ido Nouberger b L3 0 2245651 0 2245651 2245651 N 5.01 IN Percentage reported in Item 11 is based on 44,825,053 Ordinary Shares outstanding as of February 26, 2025 (as reported on Maya). Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership b L3 0 2245651 0 2245651 2245651 N 5.01 PN Percentage reported in Item 11 is based on 44,825,053 Ordinary Shares outstanding as of February 26, 2025 (as reported on Maya). Perion Network Ltd 26 HaRokmim Street, Holon, Israel, 5885849 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 Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership Address of the Principal Business Office of each of the Reporting Persons is: 23 Yehuda Halevi St., Tel-Aviv 6513601, Israel Each of the Reporting Person is a citizen of or organized under the laws of the State of Israel Y Incorporated by reference to Item 9 of the cover page for each Reporting Person. The securities reported herein are beneficially owned as follows: 2,245,651 Ordinary Shares owned directly by Value Base Fund Limited Partnership, a Cayman Islands limited partnership. The general partner of Value Base Fund Limited Partnership is Value Base Fund General Partner Ltd., an Israeli private company (the "VBF General Partner"), which has delegated its management responsibilities to a management company, Value Base Fund Management Ltd., an Israeli private company (the "Management Company"). Each of the VBF General Partner and the Management Company is controlled by Value Base Ltd., which directly and indirectly holds a majority of the shares of each such company. Value Base Ltd., an Israeli company, is controlled by Messrs Victor Shamrich and 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. Incorporated by reference to Item 11 of the cover page for each Reporting Person. Percentages reported in Item 11 of the cover page for each Reporting Person are based on 44,825,053 Ordinary Shares outstanding as of February 26, 2025 (as reported on Maya). Incorporated by reference to Item 5 of the cover page for each Reporting Person. Incorporated by reference to Item 6 of the cover page for each Reporting Person. Incorporated by reference to Item 7 of the cover page for each Reporting Person. Incorporated by reference to Item 8 of the cover page for each Reporting Person. Y Y Y Y Y N 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. Exhibit 1: Joint Filing Agreement by and among the Reporting Persons Exhibit 2: Unanimous written resolutions of the directors of Value Base Fund Management Ltd., dated as of September 27, 2023 Value Base Ltd. /s/ Ido Nouberger Ido Nouberger/CEO 03/03/2025 /s/ Victor Shamrich Victor Shamrich/Chairman 03/03/2025 Victor Shamrich /s/ Victor Shamrich Victor Shamrich 03/03/2025 Ido Nouberger /s/ Ido Nouberger Ido Nouberger 03/03/2025 Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership /s/ Ido Nouberger Ido Nouberger/Director 03/03/2025 /s/ Victor Shamrich Victor Shamrich/Director 03/03/2025 * Signature authority provided in Exhibit 2 to this statement on Schedule 13G.