[SCHEDULE 13G/A] AudioCodes Ltd SEC Filing
Senvest Management, LLC and Richard Mashaal filed an amended Schedule 13G/A reporting beneficial ownership of 1,904,209 ordinary shares of AudioCodes Ltd, representing 6.5% of the class. The reported shares are held in accounts for Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP, and the filing states the reporting persons may be deemed to beneficially own those securities by virtue of Senvest Management's role as investment manager and Mr. Mashaal's status as managing member.
The filing shows no sole voting or dispositive power (0 shares) and shared voting and dispositive power of 1,904,209 shares. The percentage is calculated using 29,473,093 shares outstanding as of March 11, 2025 per the company’s Form 20-F. The statement certifies the securities were not acquired to change or influence control of the issuer.
- Material disclosure: Reporting persons disclose ownership of 1,904,209 shares (6.5%), exceeding the 5% reporting threshold.
- Transparency on holding vehicles: Shares are identified as held in Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP.
- Certification of non-control intent: The filing includes a statement that the securities were not acquired to change or influence control of the issuer.
- No sole voting or dispositive power: The filing reports 0 sole voting and 0 sole dispositive power, indicating no individual control.
- Limited transactional detail: The filing does not provide timing, prices, or acquisition method for the reported holdings.
- Amendment filed: This is Amendment No. 2, but the filing does not explain the substantive changes from prior filings within this document.
Insights
TL;DR: A disclosed passive stake of 6.5% is material but presented as non-control; it's a transparency filing rather than an activist move.
The filing documents a 1,904,209-share position equal to 6.5% of AudioCodes' outstanding shares based on 29,473,093 shares. Holdings sit in two Senvest-managed investment vehicles, with Senvest Management, LLC and Richard Mashaal reported as potentially having beneficial ownership by virtue of managerial roles. The report indicates shared voting and dispositive power only, and the certification states the position was not acquired to effect control. For investors, this is a material ownership disclosure but, as presented, carries no explicit plan to influence governance or strategy.
TL;DR: Ownership disclosure exceeds the 5% threshold, improving governance transparency; no sole control or takeover intent is stated.
The Schedule 13G/A (Amendment No. 2) clarifies that the reported securities are held by Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP, and that the reporting parties have shared voting and dispositive power over 1,904,209 shares. The filing cites the outstanding share base used for percentage calculation and includes a certification that the stake was not acquired to change control. From a governance perspective, this satisfies disclosure obligations and signals a meaningful passive stake without declared activist intent.