SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 4)*
CERAGON NETWORKS LTD.
(Name of Issuer)
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| Ordinary Shares, par value NIS 0.01 per share |
M22013 10 2 |
| (Title of Class of Securities) |
(CUSIP Number) |
December 31, 2005
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* The remainder of this
cover page should 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 disclosures provided in a prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934 (the “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).
13G
| CUSIP No. M22013 10 2
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Page 2 of 5 Pages
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| 1 |
NAMES OF REPORTING PERSONS Zohar Zisapel
I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (ENTITIES ONLY) Not Applicable.
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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| 3 |
SEC Use Only
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israeli
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5 |
SOLE VOTING POWER
3,326,886
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| 6 |
SHARED VOTING POWER
0
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| 7 |
SOLE DISPOSITIVE POWER
3,326,886
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| 8 |
SHARED DISPOSITIVE POWER
0
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,326,886
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
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| 12 |
TYPE OR REPORTING PERSON
IN
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| Item 1(a). |
Name of Issuer: |
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Ceragon
Networks Ltd. (hereinafter referred to as the “Company). |
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
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24
Raoul Wallenberg Street
Tel Aviv 69719, Israel |
| Item 2(a). |
Name of Person Filing: |
| Item 2(b). |
Address of Principal Business Office, or, if none, Residence: |
| |
24
Raoul Wallenberg Street
Tel Aviv 69719, Israel |
| Item 2(d). |
Title of Class of Securities: |
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This
statement relates to Ordinary Shares, par value NIS 0.01 per share (hereinafter referred
to as “Ordinary Shares”). |
| Item 3. |
Identification of Persons filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c): |
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(a) |
Amount
beneficially owned: |
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As
of December 31, 2005, Zohar Zisapel beneficially owned 3,326,886 Ordinary Shares. |
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(c) |
Number
of shares as to which such person has: |
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(i) |
Sole
power to vote or to direct the vote: |
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(ii) |
Shared
power to vote or to direct the vote: |
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(iii) |
Sole
power to dispose or to direct the disposition of: |
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(iv) |
Shared
power to dispose or to direct the disposition of: |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired theSecurity Being
Reported on By the Parent Holding Company |
| Item 8. |
Identification and Classification of Members of the Group. |
| Item 9. |
Notice of Dissolution of Group. |
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.
Date: February 8, 2006
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BY /S/ Zohar Zisapel
——————————————
Zohar Zisapel |