Amendment: SEC Form SCHEDULE 13D/A filed by Pagaya Technologies Ltd.
$PGY
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
PAGAYA TECHNOLOGIES LTD. (Name of Issuer) |
Class A Ordinary Shares, no par value (Title of Class of Securities) |
M7S64L123 (CUSIP Number) |
Ravi Singh Oak HC/FT Management Company LLC, 2200 Atlantic Street, Suite 300 Stamford, CT, 06902 (203) 717-1350 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | M7S64L123 |
| 1 |
Name of reporting person
Oak HC/FT Partners II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,188,523.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025 and (ii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.
SCHEDULE 13D
|
| CUSIP No. | M7S64L123 |
| 1 |
Name of reporting person
Oak HC/FT Associates II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,188,523.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025 and (ii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.
SCHEDULE 13D
|
| CUSIP No. | M7S64L123 |
| 1 |
Name of reporting person
Oak HC/FT Partners V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,385,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 1,385,133 preferred shares Oak HC/FT Partners V, L.P. has the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.
SCHEDULE 13D
|
| CUSIP No. | M7S64L123 |
| 1 |
Name of reporting person
Oak HC/FT Partners V-A, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
335,996.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 335,996 preferred shares Oak HC/FT Partners V-A, L.P. has the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.
SCHEDULE 13D
|
| CUSIP No. | M7S64L123 |
| 1 |
Name of reporting person
Oak HC/FT Partners V-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
306,020.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 306,020 preferred shares Oak HC/FT Partners V-B, L.P. has the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.
SCHEDULE 13D
|
| CUSIP No. | M7S64L123 |
| 1 |
Name of reporting person
Oak HC/FT Associates V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,027,149.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 2,027,149 preferred shares Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P. have the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.
SCHEDULE 13D
|
| CUSIP No. | M7S64L123 |
| 1 |
Name of reporting person
Oak HC/FT GP V, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,027,149.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 2,027,149 preferred shares Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P. have the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.
SCHEDULE 13D
|
| CUSIP No. | M7S64L123 |
| 1 |
Name of reporting person
Ann H. Lamont | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,215,672.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 2,027,149 preferred shares Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P. have the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.
SCHEDULE 13D
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| CUSIP No. | M7S64L123 |
| 1 |
Name of reporting person
Andrew W. Adams | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,215,672.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Percentage calculated on the basis of (i) 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, (ii) 2,027,149 preferred shares Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P. have the right to convert to Class A Ordinary Shares, and (iii) 2,972,853 Class A Ordinary Shares converted from preferred shares and distributed by Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, no par value | |
| (b) | Name of Issuer:
PAGAYA TECHNOLOGIES LTD. | |
| (c) | Address of Issuer's Principal Executive Offices:
335 Madison Avenue, 16th Floor, New York,
NEW YORK
, 10017. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on July 5, 2022, as amended by Amendment No. 1 on January 6, 2023, Amendment No. 2 on May 30, 2023, Amendment No. 3 on July 20, 2023 and Amendment No. 4 on February 21, 2024. This Amendment No. 5 relates to the Class A ordinary shares, no par value (the "Ordinary Shares"), of Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the "Issuer"), with its principal executive offices located at 335 Madison Ave, 16th Floor, New York, New York 10017. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
On September 18, 2025, each of the Funds made a pro rata in-kind distribution of Ordinary Shares to its general partner and limited partners for no additional consideration in transactions exempt from the Securities Act of 1933 (each a "Share Distribution"). The number of Ordinary Shares distributed by the Funds were as follows: Fund II 3,284,484 Ordinary Shares; Fund V 2,077,698 Ordinary Shares; Fund V-A 503,993 Ordinary Shares; and Fund V-B 459,029 Ordinary Shares. Immediately prior to the Share Distributions, Fund V converted 2,031,325 Series A Preferred Shares to Ordinary Shares, Fund V-A converted 492,744 Series A Preferred Shares to Ordinary Shares, and Fund V-B converted 448,784 Series A Preferred Shares to Ordinary Shares.
On September 18, 2025, of the Ordinary Shares distributed in the Share Distributions, 397,950 Ordinary Shares were distributed by Fund II to the Fund II General Partner and thereafter by the Fund II General Partner to its members, 78,653 Ordinary Shares were distributed by Fund V to the Fund V General Partner and thereafter by the Fund V General Partner to its partners, 1,014 Ordinary Shares were distributed by Fund V-A to the Fund V General Partner and thereafter by the Fund V General Partner to its partners, and 923 Ordinary Shares were distributed by Fund V-B to the Fund V General Partner and thereafter by the Fund V General Partner to its partners. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 5 are incorporated herein by reference. Such information is based upon a total of 65,319,849 shares of the Issuer's Class A Ordinary Shares issued and outstanding on July 31, 2025 according to the Issuer's Form 10-Q filed on August 7, 2025, Series A Preferred Shares that Reporting Persons currently have the right to convert to Ordinary Shares, and Ordinary Shares converted and distributed as described herein.
Based upon the affiliations between the Reporting Persons, the Reporting Persons may be deemed to constitute a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Such group may be deemed to be the beneficial owner of 4,215,672 Ordinary Shares, or 6.0% of the Ordinary Shares outstanding.
The power to vote or direct the vote or to dispose or direct the disposition of the Ordinary Shares of the Funds reported herein is shared among each Fund and its General Partner. The control persons and investment committee members of the Fund II General Partner and the Fund V General Partner GP are Lamont and Adams. | |
| (c) | Except as disclosed in Item 4, no Reporting Person has effected any transaction in the Ordinary Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A Joint Filing Agreement among Oak HC/FT Partners II, L.P., Oak HC/FT Associates II, LLC, Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P., Oak HC/FT Partners V-B, L.P., Oak HC/FT Associates V, L.P., Oak HC/FT GP V, LLC, Ann H. Lamont and Andrew W. Adams. | ||
| 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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