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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
   
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 December 31, 2015
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
                 Michal Lavee Machlav (+972) 3-543-1284 (tel.), (+972) 3-543-1600 (fax), 24 Raoul Wallenberg Street , Tel Aviv 69719, Israel
  
     Title of Each Class

Ordinary Shares, Par Value NIS 0.01
Name of Exchange of Which Registered

Nasdaq Global Select Market
  
            
    
  
  Yes ☑ No   ☐
    Yes ☑ No ☐
    Large accelerated filer  ☐
Accelerated filer ☑
Non-accelerated filer ☐
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   In addition, in the same , we re-phrased our reference to the evaluation and conclusion concerning the effectiveness of our internal control over financial reporting as of December 31, 2015, by deleting previous references to such evaluation and conclusion (including the phrase "As a result, a fterthe measures taken and the procedures adopted by us, we reached the conclusion that in light of the aforementioned remediation processes, the Company's internal control over financial reporting in Brazil is now effective" )and inserting a new reference, immediately after the identification of COSO, stating that "Based on our assessment under the framework and the criteria established therein, our management concluded that the Company's internal control over financial reporting was effective as of December 31, 2015";
 
  
  
  
 
  ITEM 15.  CONTROLS AND PROCEDURES
  (a) Disclosure Controls and Procedures
    Management's Annual Report on Internal Control Over Financial Reporting
    The Company performed an evaluation of the effectiveness of its internal control over financial reporting that is designed by, or under the supervision of, the Company's principal executive and principal financial officers, and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
  (i)  Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
  (ii)  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
  (iii)  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
    ·
Retaining accounting personnel, which were more qualified and continuing to enhance our internal finance and accounting organizational structure in Brazil;
  ·
Increasing our corporate supervision over the financial reporting and controls in Brazil;
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Implementing and enhancing supervisory procedures to include additional levels of analysis and quality control reviews within the accounting and financial reporting functions in Brazil as well as in our corporate;
  ·
Enhancing certain areas in our supporting system in order to improve controls; and
  ·
Engaging external independent advisors to support and assist us in issues that required more specific knowledge and experience.
  
   Attestation Report of Independent Registered Public Accounting Firm
 
  
 (d) Changes in Internal Controls Over Financial Reporting
    2


CERAGON NETWORKS LTD.Date: December 27, 2016
By:
/s/ Michal Lavee MachlavName: Michal Lavee MachlavTitle: VP, General Counsel
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