SEC Form SC 13G filed by ironSource Ltd.
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ironSource Ltd.
(Name of Issuer)
Class A ordinary shares
(Title of Class of Securities)
M5R75Y101
(CUSIP Number)
December 31, 2021
(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) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. M5R75Y101 | Schedule 13G | Page 1 of 16 |
| 1 |
Names of Reporting Person
CVC Capital Partners VII Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 2 of 16 |
| 1 |
Names of Reporting Person
CVC Capital Partners VII Associates L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 3 of 16 |
| 1 |
Names of Reporting Person
CVC Capital Partners Investment Europe VII L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 4 of 16 |
| 1 |
Names of Reporting Person
CVC Capital Partners VII (A), L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 5 of 16 |
| 1 |
Names of Reporting Person
CVC Growth Partners GP Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 6 of 16 |
| 1 |
Names of Reporting Person
CVC Growth Partners Associates L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 7 of 16 |
| 1 |
Names of Reporting Person
CVC Growth Partners L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 8 of 16 |
| 1 |
Names of Reporting Person
Appsource Holdings Jersey Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 9 of 16 |
| 1 |
Names of Reporting Person
App Holdings S.à r.l. | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Luxembourg | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 10 of 16 |
| 1 |
Names of Reporting Person
App Investments S.à r.l. | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Luxembourg | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
249,776,810 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
249,776,810 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
249,776,810 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. M5R75Y101 | Schedule 13G | Page 11 of 16 |
| ITEM 1. | (A) NAME OF ISSUER: |
ironSource Ltd. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
121 Menachem Begin Street
Tel Aviv 6701203, Israel
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
| 1. | CVC Capital Partners VII Limited; |
| 2. | CVC Capital Partners VII Associates L.P.; |
| 3. | CVC Capital Partners Investment Europe VII L.P.; |
| 4. | CVC Capital Partners VII (A), L.P. (together with CVC Capital Partners VII Associates L.P. and CVC Capital Partners Investment Europe VII L.P., “CVC Fund VII”); |
| 5. | CVC Growth Partners GP Limited; |
| 6. | CVC Growth Partners Associates L.P. |
| 7. | CVC Growth Partners L.P. (together with CVC Growth Partners Associates L.P., “CVC Growth Fund I”); |
| 8. | Appsource Holdings Jersey Limited; |
| 9. | App Holdings S.à r.l.; and |
| 10. | App Investments S.à r.l. (“App Investments”). |
| (b) | Address or Principal Business Office: |
The principal business address of the Reporting Persons under 1 through 8 is 27 Esplanade, St. Helier, JE1 1SG, Jersey.
The principal business address of the Reporting Persons under 9 and 10 is 20 avenue Monterey, Luxembourg, L-2163.
| (c) | Citizenship of each Reporting Person is: |
The Reporting Persons under 1 through 8 are organized under the laws of Jersey and the Reporting Persons under 9 and 10 are organized under the laws of Luxembourg.
| CUSIP No. M5R75Y101 | Schedule 13G | Page 12 of 16 |
| (d) | Title of Class of Securities: |
Class A ordinary shares, no par value (“Class A Ordinary Shares”)
| (e) | CUSIP Number: |
M5R75Y101
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of the date hereof, based upon 679,863,819 Class A Ordinary Shares outstanding as of July 25, 2022 based on the Notice of Annual General Meeting of Shareholders of the Issuer filed with the Securities and Exchange Commission on July 27, 2022.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or
to |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| CVC Capital Partners VII Limited |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
| CVC Capital Partners VII Associates L.P. |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
| CVC Capital Partners Investment Europe VII L.P. |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
| CVC Capital Partners VII (A), L.P. |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
| CVC Growth Partners GP Limited |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
| CVC Growth Partners Associates L.P. |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
| CVC Growth Partners L.P. |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
| Appsource Holdings Jersey Limited |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
| App Holdings S.a´.r.l. |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
| App Investments S.a´.r.l. |
249,776,810 | 31.0 | % | 0 | 249,776,810 | 0 | 249,776,810 | |||||||||||||||||
App Investments is the record holder of 124,888,405 Class A Ordinary Shares and 124,888,405 Class B ordinary shares of the Issuer, each of which is convertible into one Class A Ordinary Share at the election of the holder.
| CUSIP No. M5R75Y101 | Schedule 13G | Page 13 of 16 |
The majority owner of App Investments is App Holdings S.à r.l., which is wholly owned by Appsource Holdings Jersey Limited, which is wholly owned by CVC Fund VII and CVC Growth Fund I. CVC Capital Partners VII Limited is the sole general partner of each of the limited partnerships comprising CVC Fund VII, and CVC Growth Partners GP Limited is the general partner of each of the limited partnerships comprising CVC Growth Fund I. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by App Investments. The board of directors of App Investments, composed of Stefan Moosmann, Carmen André and Caroline Goergen, exercises voting and investment authority with respect to the subject ordinary shares. CVC Capital Partners VII Limited is managed by a four member board of directors. CVC Growth Partners GP Limited is managed by a five member board of directors. Each of the foregoing individuals disclaims beneficial ownership of the securities beneficially owned by CVC Capital Partners VII Limited and CVC Growth Partners GP Limited.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. M5R75Y101 | Schedule 13G | Page 14 of 16 |
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.
Date: August 16, 2022
| CVC Capital Partners VII Limited | ||
| By: | /s/ Jonathan George Wrigley | |
| Name: | Jonathan George Wrigley | |
| Title: | Director | |
| CVC Capital Partners VII Associates L.P. | ||
| By: CVC Capital Partners VII Limited, its general partner | ||
| By: | /s/ Jonathan George Wrigley | |
| Name: | Jonathan George Wrigley | |
| Title: | Director | |
| CVC Capital Partners Investment Europe VII L.P. | ||
| By: CVC Capital Partners VII Limited, its general partner | ||
| By: | /s/ Jonathan George Wrigley | |
| Name: | Jonathan George Wrigley | |
| Title: | Director | |
| CVC Capital Partners VII (A), L.P. | ||
| By: CVC Capital Partners VII Limited, its general partner | ||
| By: | /s/ Jonathan George Wrigley | |
| Name: | Jonathan George Wrigley | |
| Title: | Director | |
| CVC Growth Partners GP Limited | ||
| By: | /s/ Jonathan George Wrigley | |
| Name: | Jonathan George Wrigley | |
| Title: | Director | |
| CUSIP No. M5R75Y101 | Schedule 13G | Page 15 of 16 |
| CVC Growth Partners Associates L.P. | ||
| By: | CVC Growth Partners GP Limited, its general partner | |
| By: | /s/ Jonathan George Wrigley | |
| Name: | Jonathan George Wrigley | |
| Title: | Director | |
| CVC Growth Partners L.P. | ||
| By: | CVC Growth Partners GP Limited, its general partner | |
| By: | /s/ Jonathan George Wrigley | |
| Name: | Jonathan George Wrigley | |
| Title: | Director | |
| Appsource Holdings Jersey Limited | ||
| By: | /s/ John Cosnett | |
| Name: | John Cosnett | |
| Title: | Director | |
| App Holdings S.à r.l. | ||
| By: | /s/ Caroline Goergen | |
| Name: | Caroline Goergen | |
| Title: | Director | |
| By: | /s/ Carmen André | |
| Name: | Carmen André | |
| Title: | Director | |
| App Investments S.à r.l | ||
| By: | /s/ Carmen André | |
| Name: | Carmen André | |
| Title: | Director | |
| CUSIP No. M5R75Y101 | Schedule 13G | Page 16 of 16 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement. |