SEC Form SC 13G filed by Similarweb Ltd.
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M84137 10 4
CUSIP No. M84137 10 4
|
13G
|
Page 2 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Viola Growth II (A) L.P.
|
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
2,217,075
|
6.
|
SHARED VOTING POWER
0
|
|
7.
|
SOLE DISPOSITIVE POWER
2,217,075
|
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,217,075
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0% (1)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 3 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Viola Growth II (B) L.P.
|
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
2,931,736
|
6.
|
SHARED VOTING POWER
0
|
|
7.
|
SOLE DISPOSITIVE POWER
2,931,736
|
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,931,736
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% (1)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 4 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
VG SW L.P.
|
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
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
6,601,027
|
6.
|
SHARED VOTING POWER
0
|
|
7.
|
SOLE DISPOSITIVE POWER
6,601,027
|
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,601,027
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9% (1)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 5 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Viola Partners Fund 4 2013 L.P.
|
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
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
176,678
|
6.
|
SHARED VOTING POWER
0
|
|
7.
|
SOLE DISPOSITIVE POWER
176,678
|
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,678
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% (1)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 6 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Viola Growth II L.P.
|
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
5,148,811 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
5,148,811 (1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,148,811 (1)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9% (2)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
Consists of (a) 2,217,075 ordinary shares held by Viola Growth II (A) L.P. and (b) 2,931,736 ordinary shares held by Viola Growth II (B) L.P. The Reporting Person serves as the sole general partner of each such entity and may therefore
be deemed to share in the beneficial ownership of all of such ordinary shares.
|
(2) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 7 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
VG SW GP L.P.
|
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
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
28,786 (1)
|
6.
|
SHARED VOTING POWER
6,601,027 (2)
|
|
7.
|
SOLE DISPOSITIVE POWER
28,786 (1)
|
|
8.
|
SHARED DISPOSITIVE POWER
6,601,027 (2)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,629,813
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9% (3)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
These ordinary shares are held in a trust at ESOP Management and Trust Services Ltd. on behalf of the Reporting Person, but the Reporting Person maintains voting and dispositive power with respect thereto.
|
(2) |
Consists of 6,601,027 ordinary shares held by VG SW L.P. The Reporting Person serves as the sole general partner of that entity and may therefore be deemed to share in the beneficial ownership of those ordinary shares.
|
(3) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 8 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Viola Partners 4 (G.P. Fund 4) Limited Partnership
|
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
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
176,678 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
176,678 (1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,678 (1)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% (2)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
Consists of 176,678 ordinary shares held by Viola Partners Fund 4 2013 L.P. The Reporting Person serves as the sole general partner of that entity and may therefore be deemed to share in the beneficial ownership of those ordinary shares.
|
(2) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 9 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Viola Growth II GP Ltd.
|
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
11,778,624 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
11,778,624 (1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,778,624 (1)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.8 % (2)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
Consists of (a) 2,217,075 ordinary shares held by Viola Growth II (A) L.P. (“Viola A”), (b) 2,931,736 ordinary shares held by Viola Growth II (B) L.P. (“Viola B”),
(c) 6,601,027 ordinary shares held by VG SW L.P. and (d) 28,786 ordinary shares held in trust (at ESOP Management and Trust Services Ltd.) on behalf of VG SW GP, L.P., which itself serves as the sole general partner of VG SW L.P. The
Reporting Person serves as the sole general partner of Viola A and Viola B and as a general partner of VG SW GP, L.P., and may therefore be deemed to share in the beneficial ownership of all of the foregoing ordinary shares.
|
(2) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 10 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Viola Growth 3 Ltd.
|
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
6,629,813 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
6,629,813 (1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,629,813 (1)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9% (3)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
Consists of (a) 6,601,027 ordinary shares held by VG SW L.P. and (b) 28,786 ordinary shares held in trust (at ESOP Management and Trust Services Ltd.) on behalf of VG SW GP, L.P., which itself serves as the sole general partner of VG SW
L.P. The Reporting Person serves as a general partner of VG SW GP, L.P., and may therefore be deemed to share in the beneficial ownership of all of the foregoing ordinary shares.
|
(2) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 11 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Viola Partners 4 Management Ltd.
|
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
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
176,678 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
176,678 (1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,678 (1)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% (2)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
Consists of 176,678 ordinary shares held by Viola Partners Fund 4 2013 L.P (“Viola 4”). The Reporting Person serves as the sole general partner of Viola Partners 4 (G.P. Fund 4) Limited
Partnership, which is the general partner of Viola 4, and may therefore be deemed to share in the beneficial ownership of those ordinary shares held by Viola 4.
|
(2) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 12 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Viola Growth Management Fund 2 Ltd.
|
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
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
11,778,624 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
11,778,624 (1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,778,624 (1)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.8 % (2)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
Consists of (a) 2,217,075 ordinary shares held by Viola A, (b) 2,931,736 ordinary shares held by Viola B, (c) 6,601,027 ordinary shares held by VG SW L.P. and (d) 28,786 ordinary shares held in trust (at ESOP Management and Trust
Services Ltd.) on behalf of VG SW GP, L.P., which itself serves as the sole general partner of VG SW L.P. The Reporting Person holds 100% of the outstanding equity of Viola Growth II GP Ltd., which serves as the sole general partner of
Viola A and Viola B and as a general partner of VG SW GP, L.P., and the Reporting Person may therefore be deemed to share in the beneficial ownership of all of the foregoing ordinary shares.
|
(2) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 13 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Harel Beit-On
|
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
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
11,955,302 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
11,955,302 (1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,955,302 (1)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0% (2)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1) |
Consists of the (i) 11,778,624 ordinary shares beneficially owned by Viola Growth Management Fund 2 Ltd. and (ii) 176,678 ordinary shares beneficially owned by Viola Partners 4 Management Ltd. The Reporting
Person together with Shlomo Dovrat and Avi Zeevi are indirectly the controlling shareholders of each of Viola Growth Management Fund 2 Ltd. and Viola Partners 4 Management Ltd. and may therefore be deemed to share voting and dispositive
power with respect to all of the ordinary shares beneficially owned by those two entities.
|
(2) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
|
CUSIP No. M84137 10 4
|
13G
|
Page 14 of 23 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Shlomo Dovrat
|
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
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
11,955,302 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
11,955,302 (1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,955,302 (1)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0% (2)
|
12.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1) |
Consists of the (i) 11,778,624 ordinary shares beneficially owned by Viola Growth Management Fund 2 Ltd. and (ii) 176,678 ordinary shares beneficially owned by Viola Partners 4 Management Ltd. The Reporting
Person together with Harel Beit-On and Avi Zeevi are indirectly the controlling shareholders of each of Viola Growth Management Fund 2 Ltd. and Viola Partners 4 Management Ltd. and may therefore be deemed to share voting and dispositive
power with respect to all of the ordinary shares beneficially owned by those two entities.
|
(2) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
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CUSIP No. M84137 10 4
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13G
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Page 15 of 23 Pages
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1.
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NAMES OF REPORTING PERSONS
Avi Zeevi
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
11,955,302 (1)
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
11,955,302 (1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,955,302 (1)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0% (2)
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12.
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TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) |
Consists of the (i) 11,778,624 ordinary shares beneficially owned by Viola Growth Management Fund 2 Ltd. and (ii) 176,678 ordinary shares beneficially owned by Viola Partners 4 Management Ltd. The Reporting
Person together Harel Beit-On and Shlomo Dovrat, are indirectly the controlling shareholders of each of Viola Growth Management Fund 2 Ltd. and Viola Partners 4 Management Ltd. and may therefore be deemed to share voting and dispositive
power with respect to all of the ordinary shares beneficially owned by those two entities.
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(2) |
Percentage is based on 74,533,359 ordinary shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K
that it furnished to the SEC on November 10, 2021.
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(i) |
Viola Growth II (A) L.P. (“Viola II (A)”)
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(ii) |
Viola Growth II (B) L.P. (“Viola II (B)”)
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(iii) |
VG SW L.P. (“VG LP”)
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(iv) |
Viola Partners Fund 4 2013 L.P. (“Viola 4 LP”)
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(v) |
Viola Growth II, L.P. (“Viola II GP”)
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(vi) |
VG SW GP, L.P. (“VG GP”)
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(vii) |
Viola Partners 4 (G.P. Fund 4) Limited Partnership (“Viola 4 GP”)
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(viii) |
Viola Growth II GP Ltd. (“Viola II GP GP”)
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(ix) |
Viola Growth 3 Ltd. (“Viola 3”)
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(x) |
Viola Partners 4 Management Ltd. (“Viola 4 GP GP”)
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(xi) |
Viola Growth Management Fund 2 Ltd. (“Viola Management 2”)
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(xii) |
Shlomo Dovrat
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(xiii) |
Harel Beit-On
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(xiv) |
Avi Zeevi
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(i) |
Viola II (A)— Cayman Islands
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(ii) |
Viola II (B)— Cayman Islands
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(iii) |
VG LP— Israel
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(iv) |
Viola 4 LP— Israel
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(v) |
Viola II GP— Cayman Island
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(vi) |
VG GP— Israel
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(vii) |
Viola 4 GP— Israel
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(viii) |
Viola II GP GP— Cayman Islands
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(ix) |
Viola 3-- Cayman Island
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(x) |
Viola 4 GP GP— Israel
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(xi) |
Viola Management 2— Israel
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(xii) |
Each Reporting Individual— Israel
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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:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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☐ |
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)
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☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Not applicable.
_______________________________________________________________________________
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(a)
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Amount beneficially owned: Please see row 9 of the cover pages of the respective Reporting Persons.
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(b)
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Percent of class: Please see row 11 of the cover pages of the respective Reporting Persons. The percentages appearing on the cover pages of the respective Reporting Persons is based on 74,533,359 ordinary
shares of the Issuer issued and outstanding as of September 30, 2021, as reported by the Issuer in the press release attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K that it furnished to the SEC on November 10,
2021.
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(c)
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Number of shares as to which the person has:
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||||
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(i)
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Sole power to vote or to direct the vote: Please see row 5 of the cover pages of the respective Reporting Persons and the related footnotes on such cover pages.
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(ii)
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Shared power to vote or to direct the vote: Please see row 6 of the cover pages of the respective Reporting Persons and the related footnotes on such cover pages.
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(iii)
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Sole power to dispose or to direct the disposition of: Please see row 7 of the cover pages of the respective Reporting Persons and the related footnotes on such cover pages.
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(iv)
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Shared power to dispose or to direct the disposition of: Please see row 8 of the cover pages of the respective Reporting Persons and the related footnotes on such cover pages.
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VIOLA GROWTH II (A) L.P.
By: Viola Growth II, L.P., its General Partner
By: Viola Growth II GP Ltd., its General Partner
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
VIOLA GROWTH II (B) L.P.
By: Viola Growth II, L.P., its General Partner
By: Viola Growth II GP Ltd., its General Partner
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
VG SW, L.P.
By: VG SW GP, L.P., its General Partner
By: Viola Growth II GP Ltd. and Viola Growth 3 Ltd., its General Partners
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Avi Zeevi
VIOLA PARTNERS FUND 4 2013 L.P.
By: Viola Partners 4 (G.P. Fund 4) Limited Partnership, its General Partner
By: Viola Partners 4 Management Ltd., its General Partner
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
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VIOLA GROWTH II, L.P
By: Viola Growth II GP Ltd., its General Partner
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
VG SW GP, L.P.
By: Viola Growth II GP Ltd., its General Partner
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
VIOLA PARTNERS 4 (G.P. FUND 4) LIMITED PARTNERSHIP
By: Viola Partners 4 Management Ltd., its General Partner
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
VIOLA GROWTH II GP LTD.
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
VIOLA GROWTH 3 LTD.
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
VIOLA PARTNERS 4 MANAGEMENT LTD.
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
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VIOLA GROWTH MANAGEMENT FUND 2 LTD.
By: /s/ Harel Beit-On
Name: Harel Beit-On
By: /s/ Itzik Avidor
Name: Itzik Avidor
/s/ Shlomo Dovrat
SHLOMO DOVRAT
/s/ Harel Beit-On
HAREL BEIT-ON
/s/ Avi Zeevi
AVI ZEEVI
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