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Gilat Satellite Networks Ltd.
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Oridnary Shares
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M51474118
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December 31, 2011
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CUSIP No. M51474118
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13G
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Page 2 of 7 Pages
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1.
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Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Roumell Asset Management, LLC (“RAM”)
52-2145132
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2.
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Check the Appropriate Box if a Member of a Group
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(a)o
(b)o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Maryland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
126,000*
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6.
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Shared Voting Power
2,048,117
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7.
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Sole Dispositive Power
2,174,117
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,174,117
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 5.3% (based on the 41,061,464 ordinary shares outstanding as of November 16, 2011, as reported on the Issuer’s Proxy Statement filed on Form 6-K on November 17, 2011).
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12.
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Type of Reporting Person
IA
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CUSIP No. M51474118
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13G
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Page 3 of 7 Pages
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1.
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Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
James C. Roumell (“Roumell”)
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2.
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Check the Appropriate Box if a Member of a Group
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(c)o
(d)o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
139,500*
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6.
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Shared Voting Power
2,048,117**
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7.
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Sole Dispositive Power
2,187,617**
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,187,617**
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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o Not Applicable
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11.
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Percent of Class Represented by Amount in Row (9)
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Approximately 5.3% (based on the 41,061,464 ordinary shares outstanding as of November 16, 2011, as reported on the Issuer’s Proxy Statement filed on Form 6-K on November 17, 2011).
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12.
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Type of Reporting Person
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IN
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*
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Includes 126,000 shares held by the Fund. See Item 6 for more information.
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**
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Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial owner of the shares held by RAM.
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CUSIP No. M51474118
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13G
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Page 4 of 7 Pages
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Item 1(a).
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Name of Issuer:
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Gilat Satellite Networks Ltd.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Gilat House
Yegia Kapayim Street
Daniv Park, Kiryat Arye
Petah Tikva, Israel
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Item 2(a).
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Name of Persons Filing:
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1. Roumell Asset Management, LLC
2. James C. Roumell
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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2 Wisconsin Circle, Suite 660, Chevy Chase, MD 20815
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Item 2(c).
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Citizenship:
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1. RAM – Maryland
2. Roumell – U.S.A.
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Item 2(d).
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Title of Class of Securities:
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Ordinary Shares
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Item 2(e).
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CUSIP Number:
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M51474118
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(a)
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o
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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*
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RAM is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities. Roumell is joining in this filing on Schedule 13G pursuant to Rule 13d-1(k)(1).
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CUSIP No. M51474118
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13G
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Page 5 of 7 Pages
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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See Items 5-11 on the cover sheets of this Schedule 13G.
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(b)
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Percent of class:
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Approximately 5.3% (based on the 41,061,464 ordinary shares outstanding as of November 16, 2011, as reported on the Issuer’s Proxy Statement filed on Form 6-K on November 17, 2011).
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(c)
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Number of shares as to which each person has:
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(i)
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Sole power to vote or to direct the vote
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139,500 (includes 13,500 shares held
by Roumell)
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(ii)
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Shared power to vote or to direct the vote
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2,048,117 (through RAM)
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(iii)
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Sole power to dispose or to direct the disposition of
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2,187,617 (see Item 6 below)
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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RAM is the investment advisor to the Fund. As investment advisor, RAM has investment and voting control over the shares held by the Fund and, therefore, it is the deemed beneficial owner of shares held by the Fund.
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RAM has been granted discretionary dispositive power over its clients’ securities and in some instances has voting power over such securities. Any and all discretionary authority which has been delegated to RAM may be revoked in whole or in part at any time.
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Roumell is President of RAM and beneficially owns a controlling percentage of its outstanding voting securities. Roumell is joining in this Schedule 13G/A because, as a result of his position with and ownership of securities of RAM, Roumell could be deemed to have voting and/or investment power with respect to the shares beneficially owned by RAM. Roumell disclaims any deemed beneficial ownership in securities held by RAM, except to the extent of his pecuniary interest therein.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution Group.
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Not applicable.
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CUSIP No. M51474118
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13G
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Page 6 of 7 Pages
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Item. 10.
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Certification.
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By signing below, the undersigned (i) certify that, to the best of their knowledge and belief, the securities reported herein were acquired in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect and (ii) hereby declare and affirm that the filing of this Schedule 13G/A shall not be construed as an admission that either of the reporting persons is the beneficial owner of the securities reported herein, which beneficial ownership is hereby expressly disclaimed, except to the extent of their respective pecuniary interest therein.
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CUSIP No. M51474118
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13G
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Page 7 of 7 Pages
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February 9, 2012
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(Date)
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/s/ James C. Roumell
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(Signature)
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Roumell Asset Management, LLC
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By: James C. Roumell, President
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(Name/Title)
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February 9, 2012
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(Date)
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/s/ James C. Roumell
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(Signature)
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James C. Roumell
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(Name)
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By:
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/s/ James C. Roumell | |
| James C. Roumell | |||
| ROUMELL ASSET MANAGEMENT, LLC | |||
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By:
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/s/ James C. Roumell | |
| James C. Roumell, President | |||