0000902664-15-000999.txt : 20150218 0000902664-15-000999.hdr.sgml : 20150216 20150217145154 ACCESSION NUMBER: 0000902664-15-000999 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEVA INC CENTRAL INDEX KEY: 0001173489 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770556376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78583 FILM NUMBER: 15621297 BUSINESS ADDRESS: STREET 1: 1943 LANDINGS DRIVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-417-7900 MAIL ADDRESS: STREET 1: 1943 LANDINGS DRIVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: CEVA INC DATE OF NAME CHANGE: 20031208 FORMER COMPANY: FORMER CONFORMED NAME: PARTHUSCEVA INC DATE OF NAME CHANGE: 20021101 FORMER COMPANY: FORMER CONFORMED NAME: CEVA INC DATE OF NAME CHANGE: 20020515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIMA SENVEST MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001328785 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 514-281-8082 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RIMA MANAGEMENT, LLC DATE OF NAME CHANGE: 20050531 SC 13G/A 1 p15-0450sc13ga.htm CEVA, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

CEVA, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

157210105

(CUSIP Number)
 

December 31, 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)
 
(Page 1 of 8 Pages)

 

______________________________

*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).

 
 

 

1

NAME OF REPORTING PERSON

 

RIMA Senvest Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

2,237,233

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,237,233

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,237,233

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.08%

12

TYPE OF REPORTING PERSON

OO, IA

         

 

 

 
 

 

1

NAME OF REPORTING PERSON

 

Richard Mashaal

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,153,368

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,153,368

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,153,368

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.62%

12

TYPE OF REPORTING PERSON

IN, HC

         

 

 
 

 

 

Item 1(a). Name of Issuer.
   
  CEVA, Inc. (the "Issuer")

 

Item 1(b). Address of Issuer's Principal Executive Offices.
   
 

1943 Landings Drive

Mountain View, California 94043

 

Item 2(a). Name of Person Filing.
   
 

This statement is filed by RIMA Senvest Management, LLC and Richard Mashaal.

 

The reported securities are held in the accounts of Senvest Master Fund, L.P. and Senvest Israel Partners, L.P. (the "RIMA Funds") and Senvest International L.L.C. (collectively with the RIMA Funds, the "Investment Vehicles").

 

RIMA Senvest Management, LLC serves as investment manager and general partner of each of the RIMA Funds. Richard Mashaal is the managing member of RIMA Senvest Management, LLC and is president of, exercising investment and voting powers over, Senvest International L.L.C. Mr. Mashaal may be deemed to have voting and dispositive powers over the shares of Common Stock held by the Investment Vehicles.

 

RIMA Senvest Management, LLC may be deemed to beneficially own the securities held by the RIMA Funds by virtue of RIMA Senvest Management, LLC's position as investment manager and general partner of each of the RIMA Funds. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal's status as the managing member of RIMA Senvest Management, LLC and his investment and voting powers over Senvest International L.L.C. None of the foregoing should be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.

   

 

Item 2(b). Address of Principal Business Office.
   
 

RIMA Senvest Management, LLC

540 Madison Avenue, 32nd Floor

New York, New York 10022

 

Richard Mashaal

c/o RIMA Senvest Management, LLC

540 Madison Avenue, 32nd Floor

New York, New York 10022

   

 

Item 2(c). Place of Organization.
   
 

RIMA Senvest Management, LLC – Delaware

Richard Mashaal – Canada

 

Item 2(d). Title of Class of Securities.
   
 
 

 

  Common Stock, $0.001 par value

 

Item 2(e). CUSIP Number.
   
  157210105

 

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.

 

Item 4. Ownership.
   
  The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 20,191,730 shares of Common Stock outstanding as of November 4, 2014 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 filed on November 10, 2014.

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  Not applicable.

 

 
 

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
   
  The Investment Vehicles have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Common Stock.

 

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 each Reporting Person certifies that, to the best of his or its 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.

 

 

 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  February 17, 2015  
  RIMA SENVEST MANAGEMENT, LLC
   
  By:  /s/ George Malikotsis                          
  Name:  George Malikotsis
  Title:    Chief Financial Officer
   
   
   
   
  /s/ Richard Mashaal                                    
  RICHARD MASHAAL

 

 
 

Exhibit A

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date:  February 17, 2015  
  RIMA SENVEST MANAGEMENT, LLC
   
  By:  /s/ George Malikotsis                            
  Name:  George Malikotsis
  Title:    Chief Financial Officer
   
   
   
   
  /s/ Richard Mashaal                                     
  RICHARD MASHAAL