Value Base Ltd. Amends Cognyte Stake Filing

TL;DR

Value Base just updated their Cognyte stake filing - big investor making moves.

AI Summary

Value Base Ltd. filed an amendment (No. 1) to its Schedule 13D on July 25, 2024, regarding Cognyte Software Ltd. The filing indicates a change in beneficial ownership, with Value Base Ltd. now holding a significant stake in Cognyte's ordinary shares. The specific percentage and number of shares are detailed within the full filing.

Why It Matters

This filing signals a potential shift in control or influence for Cognyte Software Ltd., as a significant investor has updated its ownership disclosure.

Risk Assessment

Risk Level: medium — Changes in significant beneficial ownership can lead to increased volatility and potential strategic shifts for the company.

Key Players & Entities

• Value Base Ltd. (company) — Filing entity
• Cognyte Software Ltd. (company) — Subject company
• Tsahy Alon (person) — General Counsel for Value Base Ltd.
• Herzog Fox & Neeman (company) — Legal counsel for Value Base Ltd.

FAQ

Filing Documents

• zk2431714.htm (SC 13D/A) — 130KB
• 0001178913-24-002292.txt ( ) — 132KB

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is amended and restated as follows

Item 4 of the Schedule 13D is amended and restated as follows: On June 19, 2024, Messrs. Shamrich and Yaacobi met with Earl Shanks, chairman of the board of directors (the " Board ") of Cognyte, and proposed that the Company nominate Mr. Yaacobi as a director. Mr. Yaacobi followed up on the meeting by providing Mr. Shanks with a copy of his resume. VBF LP believes that Mr. Yaacobi's experience as an investor, strategic consultant and accountant would assist the Board in achieving its goals and that Mr. Yaacobi's education and business experience at Cornell University and McKinsey & Co, respectively, as well as his role with Value Base as CEO and managing partner of VBF LP, are well suited to benefit Cognyte, as a U.S. listed Israeli company operating in global markets with a significant investor base both in the U.S. and Israel. On July 7, 2024, Mr. Shanks informed VBF LP of the Board's decision to decline the proposal to nominate Mr. Yaacobi as a director. The Reporting Persons seek to enhance Issuer value and intend to take such actions with respect to their investment in Cognyte as they deem appropriate in light of the circumstances existing from time to time. The Reporting Persons intend to engage in discussions with management, the Board, other security holders of the Issuer and other relevant parties to encourage, cause or seek to cause the Issuer or other persons to consider or explore extraordinary corporate and strategic transactions, or any other material changes to the Issuer's business, corporate structure or corporate governance, including changes in management and/or the composition of the Board. In addition, subject to the disclosure under Item 6 herein, each of the Reporting Persons may purchase additional Ordinary Shares or may, and hereby reserves the right to, dispose of some or all of his holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, including derivative transactions, subject

Signatures

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. Dated: July 25, 2024 Value Base Ltd. /s/ Ido Nouberger /s/ Victor Shamrich Name: Ido Nouberger Victor Shamrich Title: CEO Chairman Value Base Fund General Partner Ltd. By: Value Base Fund Management Ltd. /s/ Ido Nouberger * /s/ Victor Shamrich * Name: Ido Nouberger Victor Shamrich Title: Director Director Value Base Hedge Fund Ltd. /s/ Ido Nouberger ** /s/ Victor Shamrich ** Name: Ido Nouberger Victor Shamrich Title: Director Director /s/ Ido Nouberger Ido Nouberger /s/ Victor Shamrich Victor Shamrich /s/ Tal Yaacobi Tal Yaacobi * Evidence of signature authority on behalf of Value Base Fund Management Ltd. is attached as Exhibit 2 to the Schedule 13D. ** Evidence of signature authority on behalf of Value Base Hedge Fund Ltd. is attached as Exhibit 3 to the Schedule 13D. 9

View Full Filing

View this SC 13D/A filing on SEC EDGAR