UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Perion Network Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M78673106
(CUSIP Number)
January 2, 2014
(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. M78673106 |
| 1. | Names of Reporting Persons
J.P. Morgan Investment Management Inc. | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,203,067 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,203,067 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,067 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
IA | |||||
| CUSIP No. M78673106 |
| 1. | Names of Reporting Persons
J.P. Morgan Digital Growth Fund L.P. | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,203,067 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,203,067 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,067 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. M78673106 |
| 1. | Names of Reporting Persons
Project Condor LLC | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,203,067 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,203,067 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,067 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Item 1.
| (a) | Name of Issuer: |
Perion Network Ltd.
| (b) | Address of Issuer’s Principal Executive Offices: |
4 HaNechoshet Street
Tel Aviv, Israel 69710
Item 2.
| (a) | Name of Person Filing: |
This statement is filed by J.P. Morgan Investment Management Inc. (“JPMIM”); J.P. Morgan Digital Growth Fund L.P. (“DGF”) and Project Condor LLC (“Condor,” and together with JPMIM and DGF, the “Reporting Persons”).
Attached as Exhibit 99.1 hereto, which is incorporated by reference herein, is an agreement between JPMIM, DGF and Condor that this Schedule 13G is filed on behalf of each of them.
| (b) | Address of Principal Business Office or, if none, Residence: |
For each Reporting Person:
270 Park Avenue
New York, New York 10017
| (c) | Citizenship: |
For each Reporting Persons, Delaware.
| (d) | Title of Class of Securities: |
Ordinary Shares, par value NIS 0.01 per share
| (e) | CUSIP Number: |
M78673106
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| Item 4. | Ownership |
| 1. | J.P. Morgan Investment Management Inc. |
(a) Amount beneficially owned: 4,203,067 (1)
(b) Percent of class: 6.2% (2)
(c)(i) Sole power to vote or to direct the vote: 0
(c)(ii) Shared power to vote or to direct the vote: 4,203,067 (1)
(c)(iii) Sole power to dispose or to direct the disposition of: 0
(c)(iv) Shared power to dispose or to direct the disposition of: 4,203,067 (1)
| 2. | J.P. Morgan Digital Growth Fund L.P. |
(a) Amount beneficially owned: 4,203,067 (1)
(b) Percent of class: 6.2% (2)
(c)(i) Sole power to vote or to direct the vote: 0
(c)(ii) Shared power to vote or to direct the vote: 4,203,067 (1)
(c)(iii) Sole power to dispose or to direct the disposition of: 0
(c)(iv) Shared power to dispose or to direct the disposition of: 4,203,067 (1)
| 3. | Project Condor LLC |
(a) Amount beneficially owned: 4,203,067
(b) Percent of class: 6.2% (2)
(c)(i) Sole power to vote or to direct the vote: 0
(c)(ii) Shared power to vote or to direct the vote: 4,203,067
(c)(iii) Sole power to dispose or to direct the disposition of: 0
(c)(iv) Shared power to dispose or to direct the disposition of: 4,203,067
(1) Consists of 4,203,067 ordinary shares held by Condor. DGF owns 98.75% of the membership interests of Condor and 522 Fifth Avenue Fund, L.P. (“522 Fund”) owns 1.25% of the membership interests of Condor, a member-managed limited liability company. As the holder of the majority of the membership interests of Condor, DGF manages Condor. JPMIM serves as investment advisor to each of DGF and 522 Fund.
(2) Percentage amount is based on 67,277,582 ordinary shares outstanding on January 2, 2014. The Reporting Persons obtained such amount from the Issuer.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five 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 |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
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.
Dated January 10, 2014
| J.P. MORGAN INVESTMENT MANAGEMENT INC. | ||
| By: | /s/ Tyler Jayroe | |
| Name: | Tyler Jayroe | |
| Title: | Executive Director | |
| J.P. MORGAN DIGITAL GROWTH FUND L.P. | ||
| By: J.P. Morgan Investment Management Inc., its investment advisor | ||
| By: | /s/ Tyler Jayroe | |
| Name: | Tyler Jayroe | |
| Title: | Executive Director | |
| PROJECT CONDOR LLC | ||
| By: | /s/ Tyler Jayroe | |
| Name: | Tyler Jayroe | |
| Title: | Vice President | |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Perion Network Ltd.
Dated January 10, 2014
| J.P. MORGAN INVESTMENT MANAGEMENT INC. | ||
| By: | /s/ Tyler Jayroe | |
| Name: | Tyler Jayroe | |
| Title: | Executive Director | |
| J.P. MORGAN DIGITAL GROWTH FUND L.P. | ||
| By: J.P. Morgan Investment Management Inc., | ||
| its investment advisor | ||
| By: | /s/ Tyler Jayroe | |
| Name: | Tyler Jayroe | |
| Title: | Executive Director | |
| PROJECT CONDOR LLC | ||
| By: | /s/ Tyler Jayroe | |
| Name: | Tyler Jayroe | |
| Title: | Vice President | |