Value Base Ltd. Discloses 5.1% Stake in Cognyte Software

TL;DR

**Value Base now owns 5.1% of Cognyte. Watch this space.**

AI Summary

On June 26, 2024, Value Base Ltd. and its affiliates, including Ido Nouberger and Tal Yaacobi, filed a Schedule 13D indicating they collectively beneficially own 5.1% of Cognyte Software Ltd.'s ordinary shares. This filing suggests a potential activist stake or a significant investment by Value Base in Cognyte.

Why It Matters

This filing signals a significant ownership position by Value Base Ltd. in Cognyte Software, which could lead to changes in company strategy, management, or potential M&A activity.

Risk Assessment

Risk Level: medium — The filing indicates a significant stake, which could lead to activist investor actions or strategic shifts, introducing uncertainty.

Key Numbers

• 5.1% — Ownership Stake (Percentage of Cognyte Software Ltd. ordinary shares beneficially owned by Value Base Ltd. and its affiliates.)

Key Players & Entities

• Value Base Ltd. (company) — Filing entity
• Cognyte Software Ltd. (company) — Subject company
• Ido Nouberger (person) — Group member of filing entity
• Tal Yaacobi (person) — Group member of filing entity
• Value Base Fund General Partner Ltd. (company) — Affiliated entity
• Value Base Hedge Fund Ltd. (company) — Affiliated entity
• Victor Shamrich (person) — Group member of filing entity

FAQ

Key Financial Figures

• $37.0 million — invested an aggregate of approximately $37.0 million to acquire the Ordinary Shares of the I
• $1.9 million — r. Nouberger has invested approximately $1.9 million in personal funds to acquire 472,400 Or
• $2.8 million — Mr. Shamrich has invested approximately $2.8 million in personal funds to acquire 671,354 Or
• $6.3 million — , Value Base has invested approximately $6.3 million of its equity to acquire 1,469,213 Ordi
• $20.6 million — 2024, VBF LP has invested approximately $20.6 million of its equity to acquire 2,977,122 Ordi
• $5.3 million — , Harmony LP has invested approximately $5.3 million of its equity to acquire 1,114,585 Ordi
• $8,000 — Mr. Yaacobi has invested approximately $8,000 in personal funds to acquire 2,000 Ordi

Filing Documents

• zk2431612.htm (SC 13D) — 217KB
• exhibit_1.htm (EX-99.1) — 17KB
• exhibit_2.htm (EX-99.2) — 8KB
• exhibit_3.htm (EX-99.3) — 5KB
• 0001178913-24-002081.txt ( ) — 248KB

Security and Issuer

Item 1. Security and Issuer This Statement on Schedule 13D relates to the ordinary shares, no par value (the " Ordinary Shares "), of Cognyte Software Ltd., a company incorporated in Israel (" Cognyte ", the " Company " or the " Issuer "). The address of the principal executive offices of Cognyte is 33 Maskit Street, Herzliya Pituach 4673333, Israel.

Identity and Background

Item 2. Identity and Background. (a) – (c), (f) This Schedule 13D is being filed jointly by Ido Nouberger, Victor Shamrich, Value Base Ltd. (" Value Base "), Value Base Hedge Fund Ltd. acting as the general partner to Harmony Base, Limited Partnership (the " Harmony GP "), Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund, Limited Partnership (" VBF GP ") and Tal Yaacobi (each a " Reporting Person " and, collectively, the " Reporting Persons "). The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto. Mr. Nouberger, who together with Mr. Shamrich controls Value Base, is a citizen of Israel whose principal business is CEO and director at Value Base and various of its subsidiaries, respectively, which are located at 23 Yehuda Halevi St., 27th floor, Discount Bank Tower, Tel Aviv 6513601, Israel (which is also Mr. Nouberger's business address). Mr. Shamrich, who together with Mr. Nouberger controls Value Base, is a citizen of Israel whose principal business is Chairman and director at Value Base and various of its subsidiaries, respectively, which are located at 23 Yehuda Halevi St., 27th floor, Discount Bank Tower, Tel Aviv 6513601, Israel (which is also Mr. Shamrich's business address). Mr. Nouberger and Mr. Shamrich also serve as directors of Harmony GP, VBF GP and VBF MC (as such term is defined below). Harmony GP, which acts as the general partner of the private investment fund Harmony Base, Limited Partnership (the " Harmony LP "), is wholly owned by Value Base. VBF GP, which acts as the general partner of the private investment fund Value Base Fund, Limited Partnership (" VBF LP "), is majority owned by Value Base. VBF LP has delegated its management responsibilities to a management company, Value Base Fund Management Ltd. (" VBF MC "), an Israeli private company controlled by Value Base. The principal business of Value Base is to provide investment

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons have invested an aggregate of approximately $37.0 million to acquire the Ordinary Shares of the Issuer, as follows: since September 8, 2022, Mr. Nouberger has invested approximately $1.9 million in personal funds to acquire 472,400 Ordinary Shares he owns directly; since April 14, 2022, Mr. Shamrich has invested approximately $2.8 million in personal funds to acquire 671,354 Ordinary Shares he owns directly; since April 11, 2022, Value Base has invested approximately $6.3 million of its equity to acquire 1,469,213 Ordinary Shares it owns directly; since January 16, 2024, VBF LP has invested approximately $20.6 million of its equity to acquire 2,977,122 Ordinary Shares it holds directly; since April 22, 2022, Harmony LP has invested approximately $5.3 million of its equity to acquire 1,114,585 Ordinary Shares it holds directly; and since September 22, 2023, Mr. Yaacobi has invested approximately $8,000 in personal funds to acquire 2,000 Ordinary Shares he holds through a wholly-owned company. 8

Purpose of Transaction

Item 4. Purpose of Transaction. 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. The Reporting Persons seek to enhance Issuer value and may take such actions with respect to their investment in Cognyte as they deem appropriate in light of the circumstances existing from time to time, including without limitation, engaging in communications with management and the Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment in the Issuer or with regard to any material changes to the Issuer's business or corporate structure. 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 to certain provisions of the law.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) – (b) As of the date hereof, Harmony GP may be deemed to be the beneficial owner of the 1,114,585 Ordinary Shares held directly by Harmony LP, which represent approximately 1.56% of the number of Ordinary Shares outstanding. As of the date hereof, VBF GP may be deemed to be the beneficial owner of the 2,977,122 Ordinary Shares held directly by VBF LP, which represent approximately 4.18% of the number of Ordinary Shares outstanding. As of the date hereof, Value Base owns directly (and therefore is deemed the beneficial owner of) 1,469,213 Ordinary Shares. As the sole owner of Harmony GP and the controlling shareholder of VBF GP, Value Base may be deemed the indirect beneficial owner of 1,114,585 and 2,977,122 Ordinary Shares beneficially owned by Harmony LP and VBF LP, respectively, which together with the Ordinary Shares it owns directly aggregate to 5,560,920 Ordinary Shares representing approximately 7.80% of the number of Ordinary Shares outstanding. As of the date hereof, Mr. Shamrich owns directly (and therefore is deemed the beneficial owner of) 671,354 Ordinary Shares and, who together with Mr. Nouberger controls Value Base, may be deemed the indirect beneficial owner of 5,560,920 Ordinary Shares beneficially owned by Value Base, which together with the Ordinary Shares he owns directly aggregate to 6,232,274 Ordinary Shares representing approximately 8.75% of the number of Ordinary Shares outstanding. As of the date hereof, Mr. Nouberger owns directly (and therefore is deemed the beneficial owner of) 472,400 Ordinary Shares and, who together with Mr. Shamrich controls Value Base, may be deemed the indirect beneficial owner of 5,560,920 Ordinary Shares beneficially owned by Value Base, which together with the Ordinary Shares he owns directly aggregate to 6,033,320 Ordinary Shares representing approximately 8.47% of the number of Ordinary Shares outstanding. 9 As of the date hereof, Mr. Yaacobi owns th

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. The following Exhibits are filed herewith: 1 Joint Filing Agreement by and among the Reporting Persons, dated as of June 26, 2024 2 Unanimous written resolutions of the directors of Value Base Fund Management Ltd., dated as of September 27, 2023 3 Attorney's Certification certifying the signature authority of person(s) signing on behalf of Value Base Hedge Fund Ltd., dated as of December 21, 2023 10

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: June 26, 2024 /s/ Ido Nouberger Ido Nouberger /s/ Victor Shamrich Victor Shamrich 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/ Tal Yaacobi Tal Yaacobi * Evidence of signature authority on behalf of Value Base Fund Management Ltd. is attached as Exhibit 2 to this Schedule 13D. ** Evidence of signature authority on behalf of Value Base Hedge Fund Ltd. is attached as Exhibit 3 to this Schedule 13D. 11

View Full Filing

View this SC 13D filing on SEC EDGAR