SEC Form SC 13D/A filed

Explanatory Note

 

This amendment (the “Amendment”) amends the Statement on Schedule 13D, originally filed with the Securities and Exchange Commission on November 24, 2008 (the “Original Filing”), as amended and supplemented by Amendment No. 1 thereto filed on September 14, 2011, by Amendment No. 2 thereto filed on February 12 2014, and Amendment No. 3 thereto filed on December 11, 2014 by Mr. Zohar Zisapel (the “Reporting Person”) with respect to the ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of Ceragon Networks Ltd., a company organized under the laws of the State of Israel (the “Company”).  Except as provided herein, this Amendment does not modify any of the information previously reported in the Original

 

 

Item 3 is hereby amended and restated as follows:

 

              (a)       The Reporting Person is the beneficial owner of 7,117,174 Ordinary Shares, which constitute approximately 8.52% of the 83,282,456 Ordinary Shares of the Company that the Company advised were issued and outstanding, as of February 19, 2021. Of such shares, (i) 3,594,980 Ordinary Shares were held by the Reporting Person; (ii) 300,000 Ordinary Shares were issuable upon the exercise of options granted to the Reporting Person exercisable as of February 18, 2021 or within 60 days thereafter; (iii) 1,101,245 Ordinary Shares were held of record by Lomsha Ltd., an Israeli company controlled by the Reporting Person; and (iv) 18,717 Ordinary Shares were held by RAD Data Communications Ltd., an Israeli company of which the Reporting Person is a principal shareholder and a director. The Reporting Person and his brother, Mr. Yehuda Zisapel, and Ms. Nava Zisapel, have shared voting and dispositive power with respect to the Ordinary Shares held by RAD Data Communications Ltd. and (v) 2,102,226 Ordinary Shares were held by Michael and Klil Holdings (93) Ltd., an Israeli company controlled by the Reporting Person.

 

           (b)         The Reporting Person has sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 3,594,980 Ordinary Shares held by him directly. The Reporting Person has sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 300,000 Ordinary Shares underlying the options held by him directly that are exercisable as of February 18, 2021 or within 60 days thereafter. The Reporting Person has sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 1,101,245 Ordinary Shares held of record by Lomsha Ltd. The Reporting Person has sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 2,102,226 Ordinary Shares held of record by Michael and Klil Holdings (93) Ltd. The Reporting Person and his brother, Mr. Yehuda Zisapel, and Ms. Nava Zisapel, have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 18,717 Ordinary Shares held by RAD Data Communications Ltd.

 

c)           The following table sets forth all the transactions effected by the Reporting Person in the last 90 days either directly or through his wholly owned companies. All of these transactions were open market sales effected on the NASDAQ Global Select Market.

 

Except for such transactions, the Reporting Person has not affected any transactions in the Ordinary Shares during the past ninety days.