Filing Details

SECURITIES AND EXCHANGE COMMISSION

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

(Name of Issuer)

 

 (Title of Class of Securities)

 

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 (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. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

13D

 

*          Based on 44113956 ordinary shares outstanding as of February 26, 2018.  In addition, the 40,000 shares issuable upon exercise of options held by Mr. Zisapel were also taken into account.

13D

 

CUSIP No. M81873107

Page 2 of 5 Pages

 

1	NAMES OF REPORTING PERSONS   Nava Zisapel
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)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Israeli
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   2,592,943
		8	SHARED VOTING POWER   267,833
		9	SOLE DISPOSITIVE POWER   2,592,943
		10	SHARED DISPOSITIVE POWER   267,833
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,860,776
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.48% *
14	TYPE OF REPORTING PERSON (See instructions)   IN

 

*          Based on 44113956 ordinary shares outstanding as of February 26, 2018.

This Amendment No. 3 amends and supplements the Statement on Schedule 13D (as amended, the “Statement”) filed on March 16, 2009, as amended and supplemented by Amendment No. 1 thereto filed on February 17, 2011, and Amendment No. 2 thereto filed on April 8, 2013 in respect of the ordinary shares, par value NIS 0.05 per share (hereinafter referred to as “Ordinary Shares”) of Radware Ltd., a company organized under the laws of the State of Israel (the “Company”).

 

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Statement.

 

5.  Interest in Securities of the Issuer

 

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

 

The Company has advised the Reporting Person that there were 44,113,956 Ordinary Shares outstanding on February 26, 2018.  When calculating the percentage of outstanding shares held by Yehuda Zisapel, the 40,000 shares issuable upon exercise of the options exercisable as of February 26, 2018 or within 60 days thereafter are also taken into account.

(a) Yehuda Zisapel is the beneficial owner of 2,389,710 Ordinary Shares, which constitute approximately 5.42% of the outstanding Ordinary Shares.  Of the Ordinary Shares beneficially held by Mr. Zisapel, (i) 2,081,877 Ordinary Shares are held directly by Mr. Zisapel; (ii) 40,000 are issuable upon the exercise of options that are exercisable as of February 26, 2018 or within 60 days thereafter; and (iii) 267,833 Ordinary Shares are held of record by Carm-AD Ltd., an Israeli company owned 50% by Mr. Zisapel (and 50% by Nava Zisapel).

Nava Zisapel is the beneficial owner of 2,860,776 Ordinary Shares, which constitute approximately 6.48% of the outstanding Ordinary Shares. Of the Ordinary Shares beneficially held by Ms. Zisapel, (i) 2,592,943 are held directly by Ms. Zisapel; and (ii) 267,833 are held of record by Carm-AD Ltd., an Israeli company owned 50% by Ms. Zisapel (and 50% by Yehuda Zisapel).

 

Each of the Reporting Persons disclaims beneficial ownership of the Ordinary Shares held by the other Reporting Person.

 

(b) Subject the agreement described below in Item 6, (i) Yehuda Zisapel has sole power to vote or direct the vote and to dispose or direct the disposition of 2,141,877 Ordinary Shares; (ii) Nava Zisapel has sole power to vote or direct the vote and to dispose or direct the disposition of 2,592,943 Ordinary Shares, and (iii) Yehuda and Nava Zisapel share the power to vote or direct the vote and to dispose or direct the disposition of 267,833 Ordinary Shares.

 

 

The following table sets forth all the transactions effected by the Reporting Persons during the past 60 days. All of these transactions were open market sales effected on the NASDAQ Global Select Market.