UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Mobileye Global Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01
(Title of Class of Securities)
60741F104
(CUSIP Number)
March 20, 2024
(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. 60741F104
| 1 |
NAMES OF REPORTING PERSONS
Southpoint Master Fund, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,750,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,750,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN (Limited Partnership) | |||||
CUSIP No. 60741F104
| 1 |
NAMES OF REPORTING PERSONS
Southpoint Capital Advisors LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,750,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,750,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN (Limited Partnership) | |||||
CUSIP No. 60741F104
| 1 |
NAMES OF REPORTING PERSONS
Southpoint Capital Advisors LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,750,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,750,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
CUSIP No. 60741F104
| 1 |
NAMES OF REPORTING PERSONS
Southpoint GP, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,750,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,750,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN (Limited Partnership) | |||||
CUSIP No. 60741F104
| 1 |
NAMES OF REPORTING PERSONS
Southpoint GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,750,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,750,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
CUSIP No. 60741F104
| 1 |
NAMES OF REPORTING PERSONS
John S. Clark II | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,750,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,750,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,750,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| Item 1(a). | Name of Issuer: | |
| Mobileye Global Inc. (the “Issuer”) | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| c/o Mobileye B.V. Har Hotzvim, Shlomo Momo HaLevi Street 1 Jerusalem 9777015, Israel | ||
| Item 2(a). | Names of Persons Filing: | |
| The name of the persons filing this report (the “Reporting Persons”) are: | ||
| (i) Southpoint Master Fund, LP | ||
| (ii) Southpoint Capital Advisors LP | ||
| (iii) Southpoint Capital Advisors LLC | ||
| (iv) Southpoint GP, LP | ||
| (v) Southpoint GP, LLC | ||
| (vi) John S. Clark II | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
| The address of the principal business office of each of the Reporting Persons is: | ||
| 1114 Avenue of the Americas, 22nd Floor New York, NY 10036 | ||
| Item 2(c). | Citizenship: | |
| Southpoint Master Fund, LP: | Cayman Islands | |||
| Southpoint Capital Advisors LP: | Delaware | |||
| Southpoint Capital Advisors LLC: | Delaware | |||
| Southpoint GP, LP: | Delaware | |||
| Southpoint GP, LLC: | Delaware | |||
| John S. Clark II: | United States | |||
| Item 2(d). |
Title of Class of Securities: | |
| Class A Common Stock, par value $0.01 (“Class A Common Stock”) | ||
| Item 2(e). | CUSIP Number: | |
| 60741F104 | ||
| 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: | |
| Not applicable. | ||
| Item 4. | Ownership. | |
| The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 94,731,407 outstanding shares of Class A Common Stock as reported in the Issuer’s Annual Report on Form 10-K filed February 23, 2024. | ||
| Shares reported herein are held by Southpoint Master Fund, LP for which Southpoint Capital Advisors LP serves as the investment manager and Southpoint GP, LP serves as the general partner. Southpoint Capital Advisors LLC serves as the general partner of Southpoint Capital Advisors LP and Southpoint GP, LLC serves as the general partner of Southpoint GP, LP. John S. Clark II serves as the managing member of both Southpoint Capital Advisors LLC and Southpoint GP, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein. | ||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | ||
| 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 or Control Person. | |
| 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. | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: April 1, 2024
| SOUTHPOINT MASTER FUND, LP By: Southpoint GP, LP, its General Partner By: Southpoint GP, LLC, its General Partner | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| SOUTHPOINT CAPITAL ADVISORS LP By: Southpoint Capital Advisors LLC, its General Partner | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| SOUTHPOINT CAPITAL ADVISORS LLC | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| SOUTHPOINT GP, LP By: Southpoint GP, LLC, its General Partner | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| SOUTHPOINT GP, LLC | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| JOHN S. CLARK II | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II, individually | ||
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of April 1, 2024, is by and among Southpoint Master Fund LP, Southpoint Capital Advisors LP, Southpoint Capital Advisors LLC, Southpoint GP, LP, Southpoint GP, LLC and John S. Clark II (collectively, the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to the Class A Common Stock of Mobileye Global Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first written above.
| SOUTHPOINT MASTER FUND, LP By: Southpoint GP, LP, its General Partner By: Southpoint GP, LLC, its General Partner | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| SOUTHPOINT CAPITAL ADVISORS LP By: Southpoint Capital Advisors LLC, its General Partner | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| SOUTHPOINT CAPITAL ADVISORS LLC | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| SOUTHPOINT GP, LP By: Southpoint GP, LLC, its General Partner | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| SOUTHPOINT GP, LLC | ||
| By: | /s/ John S. Clark II | |
| John S. Clark II Managing Member | ||
| JOHN S. CLARK II | ||
| By: |
/s/ John S. Clark II | |
| John S. Clark II, individually | ||