| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Ceragon Networks Ltd (Name of Issuer) |
Ordinary Shares, Par Value NIS 0.01 (Title of Class of Securities) |
M22013102 (CUSIP Number) |
02/14/2025 (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) |
SCHEDULE 13G |
| CUSIP No. | M22013102 |
| 1 | Names of Reporting Persons Zisapel Michael | ||||||||
| 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 ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,510,281.00 | ||||||||
| 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) 1.77 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Mr. Zisapel has sole voting and dispositive power over 3,001,845 Ordinary Shares mutually held by the Reporting Persons in security bank accounts, and has shared voting and dispositive power over an aggregate of 18,717 Ordinary Shares held by RAD Data Communication LTD., an Israeli company (RAD), in which Mr. Zisapel owns a 12% interest.
(2) Mr. Zisapel beneficially owns 1,510,281 Ordinary Shares of the Issuer, consisting of (i) 1,500,923 Ordinary Shares held directly by Mr. Zisapel, and (ii) 2,246 Ordinary Shares that are held indirectly by Mr. Zisapel through his 12% ownership in RAD.
SCHEDULE 13G |
| CUSIP No. | M22013102 |
| 1 | Names of Reporting Persons Klil Zisapel | ||||||||
| 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 ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,510,281.00 | ||||||||
| 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) 1.77 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Ms. Zisapel has sole voting and dispositive power over 3,001,845 Ordinary Shares mutually held by the Reporting Persons in security bank accounts, and has shared voting and dispositive power over an aggregate of 18,717 Ordinary Shares held by RAD Data Communication LTD., an Israeli company (RAD), in which Ms. Zisapel owns a 12% interest.
(2) Ms. Zisapel beneficially owns 1,510,281 Ordinary Shares of the Issuer, consisting of (i) 1,500,923 Ordinary Shares held directly by Ms. Zisapel, and (ii) 2,246 Ordinary Shares that are held indirectly by Ms. Zisapel through his 12% ownership in RAD.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Ceragon Networks Ltd | |
| (b) | Address of issuer's principal executive
offices: 3 Uri Ariav Street, Rosh HaAyin, Israel, 4810002 | |
| Item 2. | ||
| (a) | Name of person filing: 1. Michael Zisapel
2. Klil Zisapel | |
| (b) | Address or principal business office or, if
none, residence: 24 Raoul Wallenberg Street, Building C, Tel Aviv 6971920 Israel | |
| (c) | Citizenship: Israeli | |
| (d) | Title of class of securities: Ordinary Shares, Par Value NIS 0.01 | |
| (e) | CUSIP No.: M22013102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Items 4(a) to (c) is set forth in Rows (5) to (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The percentages set forth in Row (11) of the cover page for each Reporting Person and elsewhere in this Schedule 13G are based on the 85,640,591 Ordinary Shares issued and outstanding as of April 16, 2024, based upon the Form 6-K of the Issuer, filed with the Securities and Exchange Commission on April 18, 2024. | |
| (b) | Percent of class: See above % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: | ||
| (ii) Shared power to vote or to direct the
vote: | ||
| (iii) Sole power to dispose or to direct the
disposition of: | ||
| (iv) Shared power to dispose or to direct the
disposition of: | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 | ||
| 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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|
Exhibit
Information |
99.1 Joint Filing Agreement |