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    Amendment: SEC Form SC 13G/A filed by Perion Network Ltd.

    11/12/24 6:06:12 AM ET
    $PERI
    EDP Services
    Technology
    Get the next $PERI alert in real time by email
    SC 13G/A 1 zk2432272.htm SC 13G/A


    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13G/A

    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*
    (Rule 13d-102)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d)
    AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

    Under the Securities Exchange Act of 1934
     
    PERION NETWORK LTD.
    (Name of Issuer)

    Ordinary Shares, NIS 0.03 par value
    (Title of Class of Securities)

     
    M78673114
     
    (CUSIP Number)

    September 30, 2024
    (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 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).
     

    CUSIP NO. M78673114

    1
    Name of Reporting Persons/
    I.R.S. Identification Nos. of above persons (entities only).
     
     

    Clal Insurance Enterprises Holdings Ltd.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     

    Israel
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
     
    4,804 Ordinary Shares*
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
     
    4,804 Ordinary Shares*
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
     
    4,804 Ordinary Shares*
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     

    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
     
    0.01%**
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
     
    CO
     
     
     
     

    * See Item 4.
    ** Based on 47,307,000 Ordinary Shares issued and outstanding as of August 18, 2024 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on August 26, 2024).


    Item 1.

    (a)
    Name of Issuer: Perion Network Ltd. (the “Issuer”).
     

    (b)
    Address of Issuer’s Principal Executive Offices:
    Azrieli Center 1, Building A, 4th Floor, 26 Harokmim St. Holon, Israel 5885849
     
    Item 2.
     
    (a)
    Name of Person Filing:

    Clal Insurance Enterprises Holdings Ltd. (“Clal” or the “Reporting Person”). Clal, an Israeli public corporation, may be deemed to beneficially own the Ordinary Shares reported in this Statement.  See Item 4.

    (b)
    Address of Principal Business Offices or, if none, Residence:

    Clal Insurance Enterprises Holdings Ltd.  – 36 Raul Walenberg St., Tel Aviv 66180, Israel
     
    (c)
    Place of Organization:
     
    Israel.
     
    (d)
    Title of Class of Securities:
     
    Ordinary Shares, NIS 0.03 par value (the “Ordinary Shares”).
     
    (e)
    CUSIP Number:
     
    M78673114
     
    Item 3.
    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

    Not applicable.
     
    Item 4.
    Ownership
     
    See items 5-11 of the cover page hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.
     
    Item 5.
    Ownership of 5 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 5 percent of the class of securities, check the following ☒.
     
    Item 6.
    Ownership of More than 5 Percent on Behalf of Another Person

    Not applicable.
     
    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.
     

    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.
     
    November 11, 2024
     
      CLAL INSURANCE ENTERPRISES HOLDINGS LTD.  
           

    By:
    /s/ Eran Czerninski    /s/ Barak Benski  
     
    Eran Czerninski and Barak Benski, authorized signatories of
    CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
     


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