Filing Details
- Accession Number:
- 0001104659-25-018559
- Form Type:
- 13D Filing
- Publication Date:
- 2025-02-26 19:00:00
- Filed By:
- Joseph D. Samberg
- Company:
- Ceragon Networks Ltd (NASDAQ:CRNT)
- Filing Date:
- 2025-02-27
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Joseph D. Samberg | 0 | 9,430,000 | 0 | 9,430,000 | 9,430,000 | 11.0% |
| The Joseph D. Samberg Revocable Trust | 0 | 5,700,000 | 0 | 5,700,000 | 5,700,000 | 6.6% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
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) |
Aryeh Davis General Counsel, Hawkes Financial LLC, 77 Bedford Road Katonah, NY, 10536 (919) 401-7060 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/25/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | M22013102 |
| 1 |
Name of reporting person
Joseph D. Samberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,430,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in Row 13 is based on 85,870,479 Ordinary Shares outstanding as of June 30, 2024 as reported on the Issuer's Report on Form 6-K filed with the Securities and Exchange Commission ("SEC") on August 22, 2024.
SCHEDULE 13D
|
| CUSIP No. | M22013102 |
| 1 |
Name of reporting person
The Joseph D. Samberg Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,700,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage in Row 13 is based on 85,870,479 Ordinary Shares outstanding as of June 30, 2024 as reported on the Issuer's Report on Form 6-K filed with the SEC on August 22, 2024.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, Par Value NIS 0.01 | |
| (b) | Name of Issuer:
Ceragon Networks Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
3 Uri Ariav St., Rosh Ha'Ayin,
ISRAEL
, 4810002. | |
Item 1 Comment:
Introductory Note: This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the statement on Schedule 13D filed by Joseph D. Samberg ("Mr. Samberg") and The Joseph D. Samberg Revocable Trust (the "Revocable Trust"), each of the foregoing, a "Reporting Person," and collectively, the "Reporting Persons," on July 20, 2022 with the SEC (the "Original Schedule 13D"). This Amendment No. 1 is being filed in connection with a series of open market purchases by the Reporting Persons, as a result of which Mr. Samberg beneficially owns more than 10% of the Ordinary Shares of the Issuer. This Amendment No. 1 is filed jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, by the Reporting Persons and pursuant to the joint filing agreement attached as an Exhibit 1 to the Original Schedule 13D. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference, subject to being amended by the additional information provided for such item in this Amendment No. 1. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended by adding the following: The Reporting Persons acquired beneficial ownership of the shares of Ordinary Shares in the February Transactions (as defined below) for an aggregate purchase price of $3,422,090. The source of funds for the February Transactions was the working capital of the Revocable Trust and the Trusts and the personal funds of Mr. Samberg. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following: The Reporting Persons acquired Ordinary Shares of the Issuer in the February Transactions as described in Item 5(c). On February 25, 2025, as a result of the February Transaction on that day, Mr. Samberg became the beneficial owner of more than 10% of the Ordinary Shares of the Issuer currently outstanding. Neither of the Reporting Persons has a present plan or proposal that relates to, or could result in, any of the events referred to in paragraphs (a) through (j) inclusive, of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Rows 11 and 13 for each Reporting Person, set forth on the cover pages to this Amendment No. 1 are hereby incorporated by reference in this Item 5(a). | |
| (b) | Rows 7 through 10, inclusive, for each Reporting Person, set forth on the cover pages to this Amendment No. 1 are hereby incorporated by reference in this Item 5(b). | |
| (c) | In the past sixty days, the Reporting Persons have engaged in the following transactions (the "February Transactions"), all of which were open market purchases of Ordinary Shares of the Issuer: (1) on February 24, 2025, Mr. Samberg acquired beneficial ownership of 300,000 ordinary shares, including 250,000 ordinary shares purchased by the Revocable Trust, which were acquired at an average price of $3.0178 per ordinary share, (2) on February 25, 2025, Mr. Samberg acquired beneficial ownership of 650,000 ordinary shares, including 585,000 ordinary shares purchased by the Revocable Trust, which were acquired at an average price of $2.9526 per ordinary share and (3) on February 26, 2025, Mr. Samberg acquired beneficial ownership of 200,000 ordinary shares, including 165,000 ordinary shares purchased by the Revocable Trust, which were acquired at an average price of $2.9878 per ordinary share. | |
| (d) | No person other than the Reporting Persons disclosed in this Amendment No. 1 is known to have the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares subject to this Amendment No. 1. | |
| 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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