Form SC 13D/A Perion Network Ltd. Filed by: Shilo Ronen
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
PERION NETWORK LTD.
(Name of Issuer)
Ordinary Shares, Par Value NIS 0.01 Per Share
(Title of Class of Securities)
M78673106
Ronen Shilo
c/o Conduit Ltd.
2 Ilan Ramon Street
Ness-Ziona, Israel 7403635
Telephone: +972-8-946-1713with a copy to:
Ariel Aminetzah, Adv.
Jonathan M. Nathan, Adv.
Meitar Liquornik Geva Leshem Tal
16 Abba Hillel Road
Ramat Gan, Israel 52506
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 18, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. M78673106
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1. |
NAMES OF REPORTING PERSONS
Ronen Shilo
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
(a) o
(b) o
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS (See Instructions)
OO
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7. |
SOLE VOTING POWER
0
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8. |
SHARED VOTING POWER
8,858,847 (1)
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9. |
SOLE DISPOSITIVE POWER
8,858,847
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10. |
SHARED DISPOSITIVE POWER
0
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,858,847
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12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
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14. |
TYPE OF REPORTING PERSON (See Instructions)
IN
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(1)
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Voting power with respect to the Issuer’s ordinary shares held by the Reporting Person is shared by the Reporting Person due to his voting commitments to the Issuer for a period of time under the Standstill Agreement referenced in Item 6 below.
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Item 1. Security and Issuer.
This Amendment No. 1 (this “Amendment”) to the Statement of Beneficial Ownership on Schedule 13D filed on January 13, 2014 (the “Statement”) relates to the ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”) of Perion Network Ltd., an Israeli company (the “Issuer”). The principal executive offices of the Issuer are located at 1 Azrieli Center, Building A, 4th Floor, 26 HaRokmim St., Holon, Israel 5885849.
This Amendment is being filed by Ronen Shilo, an individual (the “Reporting Person”) to report his sale, during a period of time spanning from September 15, 2014 through August 18, 2015, of an aggregate of 984,316 Ordinary Shares (the “Shares”), which has reduced his beneficial ownership by in excess of one percent (1%) of the Issuer’s outstanding Ordinary Shares since the filing of the Statement. The sale of the Shares was effected in open-market transactions pursuant to a sales plan meeting the requirements for the safe harbor provided by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
This Amendment amends and supplements the Statement. Capitalized terms used herein and not otherwise defined shall have the meanings provided therefor in the Statement.
Item 2. Identity and Background.
The information concerning the Reporting Person that appeared in Item 2 of the Statement is incorporated by reference in this Item 2 of the Amendment.
Item 3. Source and Amount of Funds or Other Consideration.
The information concerning the source and amount of consideration provided by the Reporting Person for his acquisition of Ordinary Shares that appeared in Item 3 of the Statement is incorporated by reference in this Item 3 of the Amendment. The Reporting Person has not acquired any additional Ordinary Shares since the filing of the Statement.
Item 4. Purpose of Transaction.
The Reporting Person may acquire or sell additional Ordinary Shares from time to time, subject (in the case of sales) to the Lock-Up Arrangements described in Item 6 of the Statement.
Other than as described immediately above, as of the filing of this Amendment, the Reporting Person does not have any definitive plans or proposals which relate to or would result in any of the following: (a) the acquisition by the Reporting Person of additional Ordinary Shares, or the disposition of Ordinary Shares that he holds; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) a change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s memorandum of association or articles of association or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing the Ordinary Shares to be delisted from the NASDAQ Global Market or any other national securities exchange on which they may be listed in the future or to cease to be authorized to be quoted in any inter-dealer quotation system of a registered national securities association in which they may be quoted in the future; (i) causing the Ordinary Shares to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
All calculations of beneficial ownership percentage in this Amendment are made on the basis of 71,652,266 Ordinary Shares outstanding as of November 1, 2015, based on outstanding share information published by the Issuer in the proxy statement for its annual general meeting of shareholders scheduled to take place on December 31, 2015.
(a) The Reporting Person beneficially owns 8,858,847 Ordinary Shares of the Issuer (consisting of the Shares acquired by him upon the closing under the Share Purchase Agreement), representing approximately 12.4% of the issued and outstanding share capital of the Issuer.
(b) The Reporting Person possesses shared power to vote and direct the vote (which is shared with the Issuer pursuant to the voting commitments of the Reporting Person under the Standstill Agreement that serves as Exhibit 2 to this Amendment), and sole power to dispose or to direct the disposition of, the 8,858,847 Ordinary Shares that he currently beneficially owns.
(c) No transaction in Ordinary Shares of the Issuer has been effected by the Reporting Person during the last 60 days (as the Reporting Person’s sales of the Shares concluded on August 18, 2015).
As noted in Item 1, the sale of the Shares was effected in open-market transactions on the NASDAQ Global Market pursuant to a sales plan meeting the requirements for the safe harbor provided by Rule 10b5-1 under the Exchange Act during the period from September 15, 2014 through August 18, 2015. The date of each sale, the number of Shares sold and the price per share (prior to the deduction of fees and commissions) at which the Shares were sold were as follows:
Date of Sale
|
Number of Shares Sold
|
Price Per Share
|
15-Sep-2014
|
6,000
|
$6.1611
|
16-Sep-2014
|
6,000
|
$6.1412
|
17-Sep-2014
|
6,000
|
$6.4926
|
18-Sep-2014
|
6,000
|
$6.5167
|
19-Sep-2014
|
4,300
|
$6.4137
|
22-Sep-2014
|
6,000
|
$6.6557
|
23-Sep-2014
|
6,000
|
$6.3084
|
24-Sep-2014
|
5,350
|
$6.1870
|
25-Sep-2014
|
6,000
|
$5.9222
|
26-Sep-2014
|
4,600
|
$5.8149
|
29-Sep-2014
|
2,900
|
$5.8086
|
30-Sep-2014
|
3,000
|
$5.7629
|
1-October-2014
|
5,500
|
$5.6450
|
2-October-2014
|
3,800
|
$5.5731
|
3-October-2014
|
2,800
|
$5.5712
|
6-October-2014
|
6,000
|
$5.2827
|
7-October-2014
|
6,000
|
$5.3776
|
8-October-2014
|
3,000
|
$5.5223
|
9-October-2014
|
3,000
|
$5.5675
|
10-October-2014
|
3,200
|
$5.3969
|
14-October-2014
|
2,700
|
$5.2642
|
15-October-2014
|
5,800
|
$5.2858
|
Date of Sale
|
Number of Shares Sold
|
Price Per Share
|
16-October-2014
|
6,000
|
$5.3408
|
16-October-2014
|
6,000
|
$5.3439
|
17-October-2014
|
4,900
|
$5.4623
|
20-October-2014
|
2,302
|
$5.4614
|
21-October-2014
|
3,900
|
$5.5999
|
22-October-2014
|
1,400
|
$5.5758
|
23-October-2014
|
3,100
|
$5.6842
|
24-October-2014
|
1,700
|
$5.8068
|
27-October-2014
|
3,500
|
$5.8119
|
28-October-2014
|
3,800
|
$6.0310
|
29-October-2014
|
1,500
|
$5.9795
|
30-October-2014
|
2,500
|
$5.7872
|
31-October-2014
|
6,000
|
$5.3459
|
3-November-2014
|
5,200
|
$5.4777
|
4-November-2014
|
2,200
|
$5.3271
|
5-November-2014
|
6,000
|
$5.4568
|
6-November-2014
|
3,500
|
$5.6564
|
7-November-2014
|
2,100
|
$5.5132
|
10-November-2014
|
6,000
|
$5.2047
|
12-November-2014
|
6,000
|
$6.1198
|
13-November-2014
|
6,000
|
$5.8174
|
14-November-2014
|
6,000
|
$5.7860
|
14-November-2014
|
6,000
|
$5.8692
|
17-November-2014
|
6,000
|
$5.9227
|
18-November-2014
|
6,000
|
$5.8637
|
19-November-2014
|
4,600
|
$5.6871
|
20-November-2014
|
6,000
|
$5.7480
|
21-November-2014
|
6,000
|
$5.6626
|
24-November-2014
|
6,000
|
$5.5988
|
25-November-2014
|
6,000
|
$5.6675
|
26-November-2014
|
5,500
|
$5.7012
|
28-November-2014
|
6,000
|
$5.6044
|
1-December-2014
|
6,000
|
$5.5072
|
2-December-2014
|
6,000
|
$5.4346
|
3-December-2014
|
4,000
|
$5.2334
|
4-December-2014
|
6,000
|
$5.2142
|
5-December-2014
|
3,500
|
$5.2072
|
8-December-2014
|
6,000
|
$5.1714
|
9-December-2014
|
6,000
|
$5.0013
|
Date of Sale
|
Number of Shares Sold
|
Price Per Share
|
10-December-2014
|
3,700
|
$5.0062
|
11-December-2014
|
6,000
|
$4.9567
|
12-December-2014
|
5,300
|
$4.8762
|
15-December-2014
|
6,000
|
$4.7220
|
16-December-2014
|
6,000
|
$4.7275
|
17-December-2014
|
6,000
|
$4.5594
|
18-December-2014
|
4,800
|
$4.6012
|
19-December-2014
|
4,800
|
$4.6014
|
22-December-2014
|
6,000
|
$4.6425
|
23-December-2014
|
6,000
|
$4.7781
|
24-December-2014
|
5,000
|
$4.8601
|
26-December-2014
|
5,300
|
$4.8662
|
29-December-2014
|
4,200
|
$4.7657
|
30-December-2014
|
3,400
|
$4.6452
|
31-December-2014
|
5,700
|
$4.6108
|
2-January-2015
|
6,000
|
$4.5309
|
5-January-2015
|
6,000
|
$4.5024
|
6-January-2015
|
6,000
|
$4.3920
|
7-January-2015
|
6,000
|
$4.4505
|
8-January-2015
|
6,000
|
$4.2553
|
9-January-2015
|
6,000
|
$4.0913
|
12-January-2015
|
6,000
|
$3.9188
|
13-January-2015
|
3,300
|
$3.9173
|
14-January-2015
|
1,900
|
$3.8654
|
15-January-2015
|
6,000
|
$3.6995
|
16-January-2015
|
6,000
|
$3.5052
|
20-January-2015
|
6,000
|
$3.3291
|
21-January-2015
|
4,400
|
$3.3139
|
22-January-2015
|
6,000
|
$3.4643
|
23-January-2015
|
5,700
|
$3.3771
|
26-January-2015
|
5,900
|
$3.2969
|
27-January-2015
|
2,900
|
$3.2448
|
28-January-2015
|
3,600
|
$3.2722
|
29-January-2015
|
2,200
|
$3.3057
|
30-January-2015
|
2,500
|
$3.3097
|
2-February-2015
|
6,000
|
$3.2535
|
3-February-2015
|
2,700
|
$3.1600
|
4-February-2015
|
2,300
|
$3.2230
|
5-February-2015
|
2,100
|
$3.3144
|
Date of Sale
|
Number of Shares Sold
|
Price Per Share
|
6-February-2015
|
2,800
|
$3.4258
|
9-February-2015
|
1,900
|
$3.4282
|
10-February-2015
|
2,700
|
$3.3393
|
11-February-2015
|
3,000
|
$3.3031
|
12-February-2015
|
2,800
|
$3.3895
|
13-February-2015
|
2,200
|
$3.3392
|
17-February-2015
|
3,500
|
$3.2300
|
18-February-2015
|
3,200
|
$3.2639
|
19-February-2015
|
1,300
|
$3.2454
|
20-February-2015
|
3,100
|
$3.2580
|
23-February-2015
|
2,600
|
$3.2704
|
24-February-2015
|
3,600
|
$3.2834
|
25-February-2015
|
2,000
|
$3.2700
|
26-February-2015
|
6,000
|
$3.3776
|
27-February-2015
|
6,000
|
$3.6773
|
2-March-2015
|
6,000
|
$3.6940
|
3-March-2015
|
5,000
|
$3.4920
|
4-March-2015
|
3,200
|
$3.4471
|
5-March-2015
|
6,000
|
$3.5337
|
6-March-2015
|
2,800
|
$3.5244
|
9-March-2015
|
6,000
|
$3.5297
|
10-March-2015
|
6,000
|
$3.6491
|
11-March-2015
|
2,800
|
$3.5708
|
12-March-2015
|
6,000
|
$3.4102
|
13-March-2015
|
3,700
|
$3.2668
|
16-March-2015
|
6,000
|
$3.2077
|
17-March-2015
|
5,900
|
$3.1996
|
18-March-2015
|
6,000
|
$3.2577
|
19-March-2015
|
6,000
|
$3.2421
|
20-March-2015
|
6,000
|
$3.2331
|
23-March-2015
|
6,000
|
$3.2410
|
24-March-2015
|
5,500
|
$3.2368
|
25-March-2015
|
6,000
|
$3.2931
|
26-March-2015
|
6,000
|
$3.2048
|
27-March-2015
|
6,000
|
$3.3502
|
30-March-2015
|
6,000
|
$3.3685
|
31-March-2015
|
3,900
|
$3.3394
|
1-April-2015
|
1,400
|
$3.3381
|
2-April-2015
|
3,400
|
$3.3017
|
Date of Sale
|
Number of Shares Sold
|
Price Per Share
|
6-April-2015
|
2,000
|
$3.3455
|
7-April-2015
|
4,700
|
$3.4871
|
8-April-2015
|
6,000
|
$3.5280
|
9-April-2015
|
3,100
|
$3.5762
|
10-April-2015
|
1,700
|
$3.6715
|
13-April-2015
|
6,000
|
$3.7348
|
14-April-2015
|
3,200
|
$3.7892
|
15-April-2015
|
3,500
|
$3.8480
|
16-April-2015
|
5,800
|
$3.8455
|
17-April-2015
|
2,100
|
$3.7903
|
20-April-2015
|
3,200
|
$3.7950
|
21-April-2015
|
3,000
|
$3.7783
|
22-April-2015
|
2,200
|
$3.7407
|
23-April-2015
|
1,700
|
$3.7622
|
24-April-2015
|
1,800
|
$3.7304
|
27-April-2015
|
3,200
|
$3.6948
|
28-April-2015
|
700
|
$3.6959
|
29-April-2015
|
1,400
|
$3.7349
|
30-April-2015
|
1,600
|
$3.7742
|
1-May-2015
|
650
|
$3.7342
|
4-May-2015
|
2,900
|
$3.6829
|
5-May-2015
|
3,600
|
$3.5486
|
6-May-2015
|
3,500
|
$3.4655
|
7-May-2015
|
1,300
|
$3.5625
|
8-May-2015
|
2,100
|
$3.6144
|
11-May-2015
|
6,000
|
$3.6810
|
12-May-2015
|
3,800
|
$3.6901
|
13-May-2015
|
3,500
|
$3.6111
|
14-May-2015
|
1,800
|
$3.6528
|
15-May-2015
|
1,900
|
$3.6203
|
18-May-2015
|
1,200
|
$3.6100
|
19-May-2015
|
2,600
|
$3.5662
|
20-May-2015
|
3,900
|
$3.5145
|
21-May-2015
|
4,900
|
$3.4600
|
22-May-2015
|
4,900
|
$3.4138
|
26-May-2015
|
6,000
|
$3.4005
|
27-May-2015
|
3,200
|
$3.4581
|
28-May-2015
|
1,300
|
$3.3781
|
29-May-2015
|
1,900
|
$3.3674
|
Date of Sale
|
Number of Shares Sold
|
Price Per Share
|
1-June-2015
|
3,700
|
$3.2957
|
2-June-2015
|
1,600
|
$3.3115
|
3-June-2015
|
1,000
|
$3.3322
|
4-June-2015
|
1,800
|
$3.3614
|
5-June-2015
|
3,100
|
$3.3553
|
8-June-2015
|
800
|
$3.4027
|
9-June-2015
|
1,300
|
$3.3868
|
10-June-2015
|
1,100
|
$3.3449
|
11-June-2015
|
2,900
|
$3.2864
|
12-June-2015
|
6,000
|
$3.2049
|
15-June-2015
|
6,000
|
$3.1658
|
16-June-2015
|
5,900
|
$3.1444
|
17-June-2015
|
4,100
|
$3.1534
|
18-June-2015
|
6,000
|
$3.0594
|
19-June-2015
|
5,800
|
$3.0784
|
22-June-2015
|
3,400
|
$3.1213
|
23-June-2015
|
6,000
|
$3.2088
|
24-June-2015
|
3,700
|
$3.1842
|
25-June-2015
|
2,100
|
$3.2020
|
26-June-2015
|
2,500
|
$3.1522
|
29-June-2015
|
3,700
|
$3.1582
|
30-June-2015
|
6,000
|
$3.0909
|
1-July-2015
|
2,700
|
$3.0570
|
2-July-2015
|
6,000
|
$2.8903
|
6-July-2015
|
6,000
|
$2.8414
|
7-July-2015
|
6,000
|
$2.7410
|
8-July-2015
|
6,000
|
$2.6892
|
9-July-2015
|
3,200
|
$2.6722
|
10-July-2015
|
3,900
|
$2.5805
|
13-July-2015
|
5,500
|
$2.5240
|
14-July-2015
|
3,500
|
$2.5362
|
15-July-2015
|
3,000
|
$2.5631
|
16-July-2015
|
2,700
|
$2.6359
|
17-July-2015
|
6,000
|
$2.5412
|
20-July-2015
|
6,000
|
$2.4941
|
21-July-2015
|
3,000
|
$2.6013
|
22-July-2015
|
6,000
|
$2.5305
|
23-July-2015
|
4,300
|
$2.5414
|
24-July-2015
|
3,300
|
$2.5426
|
Date of Sale
|
Number of Shares Sold
|
Price Per Share
|
27-July-2015
|
6,000
|
$2.4457
|
28-July-2015
|
3,000
|
$2.4688
|
29-July-2015
|
2,500
|
$2.4912
|
30-July-2015
|
3,800
|
$2.4980
|
31-July-2015
|
1,200
|
$2.4911
|
3-August-2015
|
3,000
|
$2.5004
|
4-August-2015
|
2,200
|
$2.4984
|
5-August-2015
|
2,000
|
$2.5308
|
6-August-2015
|
6,000
|
$2.6922
|
7-August-2015
|
6,000
|
$2.7553
|
10-August-2015
|
2,600
|
$2.7976
|
11-August-2015
|
4,700
|
$2.7373
|
12-August-2015
|
3,100
|
$2.7537
|
13-August-2015
|
4,100
|
$2.7939
|
14-August-2015
|
4,000
|
$2.6267
|
17-August-2015
|
3,800
|
$2.5677
|
18-August-2015
|
5,714
|
$2.4911
|
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The description of the Lock-Up Arrangements, Standstill Agreement and Registration Rights Undertaking set forth in Item 6 of the Statement is incorporated by reference herein.
On May 8, 2014, the Issuer filed the Purchase Agreement F-3 with the SEC for registration of resale on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of Registrable Securities by former ClientConnect shareholders (including the Reporting Person) whose resales of Registrable Securities would otherwise be subject to volume limitations under Rule 144 under the Securities Act. The Purchase Agreement F-3, as amended, was declared effective by the SEC on August 7, 2014.
Other than as described in Item 6 of the Statement or above, to the best knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1— Lock-Up Arrangements to which the former shareholders of ClientConnect Ltd. (“ClientConnect”) are subject, annexed as Schedule 5.1(b) to the Share Purchase Agreement (the “Share Purchase Agreement”), dated as of September 16, 2013, by and among Perion Network Ltd. (“Perion”), Conduit Ltd. (“Conduit”) and ClientConnect (incorporated by reference to Schedule 5.1(b) to the Share Purchase Agreement that is annexed as Exhibit 99.2 to the Report of Foreign Private Issuer furnished by Perion to the Securities and Exchange Commission (the “SEC”) on October 15, 2013)
Exhibit 2— Form of Standstill Agreement to which the Reporting Person is subject, annexed as Appendix E to the Share Purchase Agreement, dated as of September 16, 2013, by and among Perion, Conduit and ClientConnect (incorporated by reference to Exhibit 99.6 to the Report of Foreign Private Issuer furnished by Perion to the SEC on October 15, 2013)
Exhibit 3— Form of Registration Rights Undertaking by Perion in favor of the former shareholders of ClientConnect, annexed as Appendix C to the Purchase Agreement, dated as of September 16, 2013, by and among Perion, Conduit and ClientConnect (incorporated by reference to Exhibit 99.4 to the Report of Foreign Private Issuer furnished by Perion to the SEC on October 15, 2013)
SIGNATURE
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.
/s/ Ronen Shilo
RONEN SHILO
|
Dated: November 25, 2015
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