SEC Form SC 13G/A filed by Allot Ltd. (Amendment)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(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)

(Amendment No. 1)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              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).

*The Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership

*The Series Two is part of a series of VIEX Opportunities Fund, LP, a series limited partnership

Allot Ltd., a corporation incorporated under the laws of Israel (the “Issuer”).

22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod-Hasharon 45240, Israel

This Schedule 13G is being jointly filed by

VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership (“VIEX Opportunities”), VIEX Opportunities Fund, LP – Series Two (“Series Two”), a series of VIEX Opportunities, VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, and Eric Singer, a citizen of the United States of America. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

VIEX GP is the general partner of each of Series One and Series Two. VIEX Capital is the investment manager of each of Series One and Series Two. Mr. Singer is the managing member of each of VIEX GP and VIEX Capital. By virtue of these relationships, each of VIEX GP, VIEX Capital and Mr. Singer may be deemed to beneficially own the securities beneficially owned by each of Series One and Series Two.

The principal business office of each of the Reporting Persons is 323 Sunny Isles Blvd., Suite 700, Sunny Isles Beach, FL 33160.

Each of Series One, Series Two, VIEX GP, and VIEX Capital is organized under the laws of the state of Delaware. Mr. Singer is a citizen of the United States of America.

Ordinary Shares, par value ILS 0.10 per share (the “Shares”).

M0854Q105

This Amendment No. 1 to the Schedule 13G is being filed to reflect the distribution of all of the Reporting Persons’ Shares to limited partners.

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 [X].

Not Applicable.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on June 30, 2022.

Not Applicable.

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.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 30, 2023