Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 9:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 14)*
AudioCodes
Ltd.
(Name of Issuer)
Ordinary
Shares, NIS 0.01 par value
(Title of Class of Securities)
M15342-10-4
(CUSIP Number)
December
31, 2016
(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 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. M15342 10-4
|
SCHEDULE 13G
|
Page
2
of 6 Pages
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Shabtai Adlersberg
|
|
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
Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
5,318,651 +
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
5,318,651 +
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,318,651 +
|
10
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.41 %
*
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
+ Includes options to purchase 539,044 ordinary shares that
are currently exercisable or exercisable within 60 days of December 31, 2016.
*
This
percentage calculation is based on 32,411,296 outstanding shares as of December 31, 2016, which does not include 23,366,490 treasury
shares outstanding as of December 31, 2016.
CUSIP No. M15342 10-4
|
SCHEDULE 13G
|
Page
3
of 6 Pages
|
Item 1.
|
(a)
|
Name of Issuer:
AudioCodes Ltd. (the "Company")
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
1 Hayarden Street
Airport City, Lod 7019900, Israel
|
Item 2.
|
(a)
|
Name of Person Filing:
Shabtai Adlersberg
|
|
(b)
|
Address of Principal Business Office or, if None, Residence:
1 Hayarden Street
Airport City, Lod 7019900, Israel
|
|
(d)
|
Title of Class of Securities:
Ordinary Shares, NIS 0.01 par value.
|
|
(e)
|
CUSIP Number:
M15342-10-4
|
CUSIP No. M15342 10-4
|
SCHEDULE 13G
|
Page
4
of 6 Pages
|
|
Item 3.
|
If This Statement Is Filed Pursuant to Rule 13d-1(b)
or Rule 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 section 240.13d-1(b)(1)(ii)(E)
|
|
(f)
|
¨
|
An employee benefit
plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F)
|
|
(g)
|
¨
|
A parent holding
company or control person in accordance with section 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)
|
¨
|
Group,
in accordance with section 240.13d-1(b)(1)(ii)(J)
|
|
(a)
|
Amount beneficially owned:
|
5,318,651 (See Footnote +, Page 2)
16.41% (See Footnote *, Page 2)
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote
5,318,651 (See Footnote +, Page 2)
|
|
(ii)
|
Shared power to vote or to direct the vote
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of
5,318,651 (See Footnote +, Page 2)
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of
0
|
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:
¨
Instruction:
Dissolution
of a group requires a response to this item.
Not Applicable.
CUSIP No. M15342 10-4
|
SCHEDULE 13G
|
Page
5
of 6 Pages
|
|
Item 5.
|
Ownership of More than Five Percent on Behalf of
Another Person.
|
Not Applicable.
|
Item 6.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not Applicable.
|
Item 7.
|
Identification and Classification of Members of
the Group.
|
Not Applicable.
|
Item 8.
|
Notice of Dissolution of Group.
|
Not Applicable.
Not Applicable.
CUSIP No. M15342 10-4
|
SCHEDULE 13G
|
Page
6
of 6 Pages
|
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.
February 14, 2017
|
/s/ SHABTAI ADLERSBERG
|
|
|
Shabtai Adlersberg
|
|
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