Perion Network — Major Shareholding Notification 2018

Feb 6, 2018

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 4)*

Perion Network Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

M78673106

(CUSIP Number)

December 31, 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)

*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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

Page 1 of 12 Pages Exhibit Index Contained on Page 11

CUSIP	NO. M78673106			13G		Page 2 of 12 Pages
1	NAMES OF REPORTING PERSONS Benchmark Israel II, L.P. ("BI")
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 9,288,890 of BI, may ("BCPI-C"), vote these ("Naveh"), these shares.	VOTING POWER shares, except that be deemed to have the general shares and Michael the directors of	BCPI sole partner of A. BCPI-C,	Partners II, L.P. ("BCPI-P"), the general partner power to vote these shares, BCPI Corporation II BCPI-P, may be deemed to have sole power to Eisenberg ("Eisenberg") and Arad Naveh may be deemed to have shared power to vote
		6	SHARED See response	VOTING POWER to row 5.
		7	SOLE 9,288,890 have sole may be Naveh, the these shares.	DISPOSITIVE POWER shares, except that power to dispose deemed to have sole directors of BCPI-C,	BCPI-P, of these power	the general partner of BI, may be deemed to shares, BCPI-C, the general partner of BCPI-P, to dispose of these shares and Eisenberg and may be deemed to have shared power to dispose of
		8	SHARED See response	DISPOSITIVE to row 7.	POWER
9	AGGREGATE AMOUNT PERSON		BENEFICIALLY	OWNED BY EACH		REPORTING 9,288,890
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP	NO. M78673106			13G		Page 3 of 12 Pages
1	NAMES OF REPORTING PERSONS BCPI Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 9,571,772 in nominee general BCPI-C, the these shares have shared	VOTING POWER shares, of which form for the benefit partner of BI, may be general partner and Eisenberg power to vote	9,288,890 of deemed of and these	are directly owned by BI and 282,882 are held persons associated with BCPI-C. BCPI-P, the to have sole power to vote these shares, BCPI-P, may be deemed to have sole power to vote Naveh, the directors of BCPI-C, may be deemed to shares.
		6	SHARED See response	VOTING POWER to row 5.
		7	SOLE 9,571,772 in nominee general BCPI-C, the dispose of deemed to	DISPOSITIVE POWER shares, of which form for the benefit partner of BI, may be general partner these shares and have shared power	9,288,890 of deemed of Eisenberg to	are directly owned by BI and 282,882 are held persons associated with BCPI-C. BCPI-P, the to have sole power to dispose of these shares, BCPI-P, may be deemed to have sole power to and Naveh, the directors of BCPI-C, may be dispose of these shares.
		8	SHARED See response	DISPOSITIVE to row 7.	POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,571,772
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP	NO. M78673106				13G		Page 4 of 12 Pages
1	NAMES OF REPORTING PERSONS BCPI Corporation II
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 9,571,772 in nominee general BCPI-C, these have shared	VOTING shares, of form for partner of the general shares and power	POWER which the benefit BI, may be partner Eisenberg and to vote these	9,288,890 of deemed of	are directly owned by BI and 282,882 are held persons associated with BCPI-C. BCPI-P, the to have sole power to vote these shares, BCPI-P, may be deemed to have sole power to vote Naveh, the directors of BCPI-C, may be deemed to shares.
		6	SHARED See response	VOTING to row	POWER 5.
		7	SOLE 9,571,772 in nominee general BCPI-C, dispose deemed	DISPOSITIVE shares, of form for partner of the general of these to have shared	POWER which the benefit BI, may be partner shares and power	9,288,890 of deemed of Eisenberg to	are directly owned by BI and 282,882 are held persons associated with BCPI-C. BCPI-P, the to have sole power to dispose of these shares, BCPI-P, may be deemed to have sole power to and Naveh, the directors of BCPI-C, may be dispose of these shares.
		8	SHARED See response	DISPOSITIVE to row	7.	POWER
9	AGGREGATE AMOUNT REPORTING PERSON		BENEFICIALLY	OWNED	BY EACH		9,571,772
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS	REPRESENTED	BY	AMOUNT	IN ROW	9	12.3%
12	TYPE OF REPORTING	PERSON	(SEE	INSTRUCTIONS)			CO

1
	NAMES OF REPORTING PERSON Michael A. Eisenberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Dual citizen of the United States and Israel
	NUMBER OF	5	SOLE VOTING See response to	POWER row 6.
SHARES 6 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			SHARED VOTING POWER 9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to vote these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to vote these shares and Eisenberg, a director of BCPI-C, may be deemed to have shared power to vote these shares.
		8	SHARED 9,571,772 shares, in nominee form general partner of BCPI-C, the general dispose of these shared power to	DISPOSITIVE POWER of which 9,288,890 for the benefit of BI, may be partner of shares and Eisenberg, dispose of these	are directly owned by BI and 282,882 are held persons associated with BCPI-C. BCPI-P, the deemed to have sole power to dispose of these shares, BCPI-P, may be deemed to have sole power to a director of BCPI-C, may be deemed to have shares.
9	AGGREGATE AMOUNT PERSON		BENEFICIALLY OWNED	BY EACH	REPORTING
10	9,571,772 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

1 NAMES OF REPORTING PERSON Arad Naveh 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Dual citizen of the United States and Israel 5 SOLE VOTING POWER NUMBER OF See response to row 6. SHARES 6 SHARED VOTING POWER BENEFICIALLY 9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held OWNED BY EACH in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the REPORTING general partner of BI, may be deemed to have sole power to vote these shares, PERSON BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to vote WITH these shares and Naveh, a director of BCPI-C, may be deemed to have shared power to vote these shares. 7 SOLE DISPOSITIVE POWER See response to row 8. 8 SHARED DISPOSITIVE POWER 9,571,772 shares, of which 9,288,890 are directly owned by BI and 282,882 are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-P, the general partner of BI, may be deemed to have sole power to dispose of these shares, BCPI-C, the general partner of BCPI-P, may be deemed to have sole power to dispose of these shares and Naveh, a director of BCPI-C, may be deemed to have shared power to dispose of these shares. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,571,772 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.3% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN	CUSIP	NO. M78673106				13G		Page 6 of 12 Pages

CUSIP NO. M78673106 13G Page 7 of 12 Pages

This Amendment No. 4 amends and restates in its entirety the Schedule 13G previously filed by Benchmark Israel II, L.P., a Delaware limited partnership ("BI"), BCPI Partners II, L.P., a Delaware limited partnership ("BCPI-P"), BCPI Corporation II, a Delaware corporation ("BCPI-C"), and Michael A. Eisenberg ("Eisenberg") and Arad Naveh ("Naveh") (together will all prior and current amendments thereto, this "Schedule 13G").

Item 1(a)	Name of Issuer:
	Perion Network Ltd. (the "Issuer")
Item 1(b)	Address of issuer's principal executive offices:
	th Floor 1 Azrieli Center, Building A, 4 26 HaRokmim Street, Holon, Israel 5885849
Items 2(a)	Name of person filing:
	This Statement is filed by BI, BCPI-P, BCPI-C, and Eisenberg and Naveh. The foregoing entities and individuals are collectively referred to as the "Reporting Persons."
	BCPI-P, the general partner of BI, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by BI. BCPI-C, the general partner BCPI-P, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by BI. Eisenberg and Naveh are the directors of BCPI-C and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by BI.
Item 2(b)	Address or principal business office or, if none, residence:
	The address for each of the Reporting Persons is:
	Benchmark 2965 Woodside Road Woodside, California 94062
Item 2(c)	Citizenship:
	BI and BCPI-P are Delaware limited partnerships. BCPI-C is a Delaware corporation. Eisenberg and Naveh are dual citizens of the United States and Israel.
Item 2(d)	Title of class of securities:
	Ordinary Shares
Item 2(e)	CUSIP No.:
	M78673106
Item 3	If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:
	Not applicable.

CUSIP NO. M78673106 13G Page 8 of 12 Pages

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.

The following information with respect to the ownership of the Ordinary Shares of the issuer by the persons filing this Statement is provided as of December 31, 2017 (based on 77,550,069 Ordinary Shares of the issuer outstanding as of December 31, 2017 as reported by the issuer to the Reporting Persons).

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b) Percent of Class:

See Row 11 of cover page for each Reporting Person.

• (c) Number of shares as to which such person has:
  • (i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

Item 5 Ownership of 5 Percent or Less of a Class

Not applicable.

Item 6 Ownership of More than 5 Percent on Behalf of Another Person

Under certain circumstances set forth in the limited partnership agreements of BI and BCPI-P, and the certificate of incorporation of BCPI-C, the general and limited partners or shareholders, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or shareholder.

CUSIP NO.	13G M78673106 Page 9 of 12 Pages
Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
	Not applicable.
Item 8	Identification and Classification of Members of the Group
	Not applicable.
Item 9	Notice of Dissolution of Group
	Not applicable.
Item 10	Certifications
	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.

CUSIP NO. M78673106 13G Page 10 of 12 Pages

SIGNATURES

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.

Date: February 5, 2018

BENCHMARK ISRAEL II, L.P., a Delaware limited partnership

• By: BCPI PARTNERS II, L.P., a Delaware limited partnership Its: General Partner
• By: BCPI Corporation II, a Delaware corporation
• Its: General Partner
• By: /s/ Steven M. Spurlock Steven M. Spurlock Officer

BCPI PARTNERS II, L.P., a Delaware limited partnership

• By: BCPI Corporation II, a Delaware corporation
• Its: General Partner
• By: /s/ Steven M. Spurlock Steven M. Spurlock Officer
• BCPI CORPORATION II, a Delaware corporation
• By: /s/ Steven M. Spurlock Steven M. Spurlock Officer

MICHAEL EISENBERG ARAD NAVEH

By: /s/ Steven M. Spurlock Steven M. Spurlock Attorney-in-Fact*

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

C U S I P N O M 7 8 6 7 3 1 0 6	1 3 G		P a g e 1 1 o f 1 2 P a g e s
	E X H I B I T I N D E X
			F o u n d o n
E x h i b i t			S e q u e n t i a l l y N u m b e r e d P a g e
E x h i b i t A : A g r e e m e n t o f J o i n t F i l i n g	1 2

EXHIBIT A

Agreement of Joint Filing

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Ordinary Shares of Perion Network Ltd. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.