Amendment: SEC Form SCHEDULE 13G/A filed by Donnelley Financial Solutions Inc.
$DFIN
Other Consumer Services
Consumer Discretionary
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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. 4)
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Global-E Online Ltd. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
M5216V106 (CUSIP Number) |
05/15/2025 (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. | M5216V106 |
| 1 | Names of Reporting Persons
Marc Stad | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,056,015.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
The number of shares outstanding for purposes of the percentage calculation in Item 11 is based on 169,131,268 Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F for the period ended December 31, 2024 and filed with the SEC on March 27, 2025.
SCHEDULE 13G
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| CUSIP No. | M5216V106 |
| 1 | Names of Reporting Persons
Dragoneer Investment Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,056,015.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
The number of shares outstanding for purposes of the percentage calculation in Item 11 is based on 169,131,268 Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F for the period ended December 31, 2024 and filed with the SEC on March 27, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Global-E Online Ltd. | |
| (b) | Address of issuer's principal executive offices:
9 HaPsagot Street, Petah Tikva 4951041, Israel | |
| Item 2. | ||
| (a) | Name of person filing:
Marc Stad
Dragoneer Investment Group, LLC | |
| (b) | Address or principal business office or, if none, residence:
One Letterman Dr., Bldg D, Ste M500
San Francisco, CA 94129. | |
| (c) | Citizenship:
Marc Stad: United States; Dragoneer Investment Group, LLC: Delaware | |
| (d) | Title of class of securities:
Ordinary Shares, no par value | |
| (e) | CUSIP No.:
M5216V106 | |
| 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:
10,056,015 | |
| (b) | Percent of class:
5.9%. The number of shares outstanding for purposes of this percentage calculation is based on 169,131,268 Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F for the period ended December 31, 2024 and filed with the SEC on March 27, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
Marc Stad: 10,056,015
Dragoneer Investment Group, LLC: 10,056,015
Dragoneer Global Fund II, LP: 9,035,700
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| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Marc Stad: 10,056,015
Dragoneer Investment Group, LLC: 10,056,015
Dragoneer Global Fund II, LP: 9,035,700
Dragoneer Investment Group, LLC (the "Dragoneer Adviser") is a registered investment adviser under the Investment Advisers Act of 1940, as amended. As the managing member of Dragoneer Adviser, Cardinal DIG CC, LLC may also be deemed to share voting and dispositive power with respect to the Ordinary Shares. Dragoneer Global Fund II, LP, a limited partnership ("DGF II"), is the direct holder of 9,035,700 shares of common stock. As general partner of DGF II, Dragoneer Global GP II LLC, a Delaware limited liability company ("DGF II GP"), may also be deemed to beneficially own the shares of common stock directly held by DGF II. Marc Stad is the sole member of Cardinal DIG CC, LLC and DGF II GP. By virtue of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the Ordinary Shares of the Issuer. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
DGF II has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, greater than five percent of the outstanding common stock of the Issuer. | ||
| 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 acquired and are held in the ordinary course of business and 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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