Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Outbrain Inc. (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
69002R103 (CUSIP Number) |
04/07/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 69002R103 |
| 1 | Names of Reporting Persons
Value Base Ltd. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,752,107.00 | ||||||||
| 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)
5.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Figure in Items 6, 8 and 9 is as of April 7, 2025. This figure was 4,509,559 on March 31, 2025, when the obligation to file an amended Schedule 13G first arose. The beneficial ownership of the securities reported herein is described in Item 4(a). Percentage in Item 11 is based on 93,940,410 shares of common stock outstanding as of February 28, 2025 (as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 7, 2025). This percentage reflects beneficial ownership of the Reporting Person as of April 7, 2025. On March 31, 2025, this figure was 4.80% (based on 93,940,410 shares of common stock outstanding as of February 28, 2025 (as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 7, 2025)).
SCHEDULE 13G
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| CUSIP No. | 69002R103 |
| 1 | Names of Reporting Persons
Victor Shamrich | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,752,107.00 | ||||||||
| 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)
5.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Figure in Items 6, 8 and 9 is as of April 7, 2025. This figure was 4,509,559 on March 31, 2025, when the obligation to file an amended Schedule 13G first arose. The beneficial ownership of the securities reported herein is described in Item 4(a). Percentage in Item 11 is based on 93,940,410 shares of common stock outstanding as of February 28, 2025 (as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 7, 2025). This percentage reflects beneficial ownership of the Reporting Person as of April 7, 2025. On March 31, 2025, this figure was 4.80% (based on 93,940,410 shares of common stock outstanding as of February 28, 2025 (as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 7, 2025)).
SCHEDULE 13G
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| CUSIP No. | 69002R103 |
| 1 | Names of Reporting Persons
Ido Nouberger | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,752,107.00 | ||||||||
| 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)
5.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Figure in Items 6, 8 and 9 is as of April 7, 2025. This figure was 4,509,559 on March 31, 2025, when the obligation to file an amended Schedule 13G first arose. The beneficial ownership of the securities reported herein is described in Item 4(a). Percentage in Item 11 is based on 93,940,410 shares of common stock outstanding as of February 28, 2025 (as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 7, 2025). This percentage reflects beneficial ownership of the Reporting Person as of April 7, 2025. On March 31, 2025, this figure was 4.80% (based on 93,940,410 shares of common stock outstanding as of February 28, 2025 (as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 7, 2025)).
SCHEDULE 13G
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| CUSIP No. | 69002R103 |
| 1 | Names of Reporting Persons
Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,752,107.00 | ||||||||
| 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)
5.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Figure in Items 6, 8 and 9 is as of April 7, 2025. This figure was 4,509,559 on March 31, 2025, when the obligation to file an amended Schedule 13G first arose. The beneficial ownership of the securities reported herein is described in Item 4(a). Percentage in Item 11 is based on 93,940,410 shares of common stock outstanding as of February 28, 2025 (as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 7, 2025). This percentage reflects beneficial ownership of the Reporting Person as of April 7, 2025. On March 31, 2025, this figure was 4.80% (based on 93,940,410 shares of common stock outstanding as of February 28, 2025 (as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 7, 2025)).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Outbrain Inc. | |
| (b) | Address of issuer's principal executive offices:
111 West 19th Street, New York, New York, 10011 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of each of the following, which will be referred to hereinafter, individually as a "Reporting Person" and collectively as the "Reporting Persons": Value Base Ltd. Victor Shamrich Ido Nouberger Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership | |
| (b) | Address or principal business office or, if none, residence:
Address of the Principal Business Office of each of the Reporting Persons is: 23 Yehuda Halevi St., Tel-Aviv 6513601, Israel | |
| (c) | Citizenship:
Each of the Reporting Person is a citizen of or organized under the laws of the State of Israel | |
| (d) | Title of class of securities:
Common stock, par value $0.001 per share | |
| (e) | CUSIP No.:
69002R103 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
This amended Statement on Schedule 13G also serves as an amended Statement on Schedule 13G reporting holdings as of March 31, 2025, when the obligation to file an amended Schedule 13G first arose. The securities reported herein are beneficially owned as follows: 4,752,107 shares of common stock and 4,509,559 shares of common stock were owned directly by Value Base Fund Limited Partnership, a Cayman Islands limited partnership, as of April 7, 2025 and March 31, 2025, respectively. The general partner of Value Base Fund Limited Partnership is Value Base Fund General Partner Ltd., an Israeli private company (the "VBF General Partner"), which has delegated its management responsibilities to a management company, Value Base Fund Management Ltd., an Israeli private company (the "Management Company"). Each of the VBF General Partner and the Management Company is controlled by Value Base Ltd., which directly and indirectly holds a majority of the shares of each such company. Value Base Ltd., an Israeli company, is controlled by Messrs Victor Shamrich and Ido Nouberger. This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13G disclaims the existence of any such group. | |
| (b) | Percent of class:
Incorporated by reference to Item 11 of the cover page for each Reporting Person. Percentages reported in Item 11 of the cover page for each Reporting Person are based on 93,940,410 shares of common stock outstanding as of February 28, 2025 (as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 7, 2025). %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Incorporated by reference to Item 5 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
Incorporated by reference to Item 6 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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.
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Comments accompanying signature: * Signature authority provided in Exhibit 2 to this statement on Schedule 13G.
Exhibit Information
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Exhibit 1: Joint Filing Agreement by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on August 7, 2024) - https://www.sec.gov/Archives/edgar/data/1454938/000117891324002460/exhibit_1.htm Exhibit 2: Unanimous written resolutions of the directors of Value Base Fund Management Ltd., dated as of September 27, 2023 (incorporated herein by reference to Exhibit 2 to the Schedule 13G filed on August 7, 2024) - https://www.sec.gov/Archives/edgar/data/1454938/000117891324002460/exhibit_2.htm |