SEC Form SC 13G/A filed by Check Point Software Technologies Ltd. (Amendment)
$CHKP
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
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Check Point Software Technologies Ltd.
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(Name of Issuer)
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Ordinary Shares, nominal value NIS 0.01 per Share
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(Title of Class of Securities)
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M22465 10 4
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December 31, 2023
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is
filed:
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Rule 13d-1(b)
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| ☐ |
Rule 13d-1(c)
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| ☒ |
Rule 13d-1(d)
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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.
| 1 |
NAME OF REPORTING PERSONS. Gil Shwed
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). N/A
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐ |
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| 3 |
SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Israel |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 24,884,539 ordinary shares*
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| 6 | SHARED VOTING POWER 0 |
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| 7 | SOLE DISPOSITIVE POWER 29,744,539 ordinary shares*
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| 8 | SHARED DISPOSITIVE POWER 0 |
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,744,539 ordinary shares*
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| 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) 25.3%**
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| 12 | TYPE OF REPORTING PERSON IN |
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* Consists of (i) 24,884,539 ordinary shares held by the Reporting Person and (ii) 4,860,000 ordinary shares that the Reporting Person has the right to acquire pursuant to stock options that are
exercisable within 60 days of December 31, 2023. The 4,860,000 ordinary shares subject to the stock options do not have any voting rights unless and until such stock options are exercised by the Reporting Person.
** The 24,884,539 ordinary shares held by the Reporting Person represented 22.0% of the outstanding ordinary shares and voting rights as of December
31, 2023.
Page 2 of 5 Pages
Item 1(a) Name of Issuer
Check Point Software Technologies Ltd. (the “Issuer”).
Item 1(b) Address of Issuer’s Principal
Executive Offices
5 Shlomo Kaplan, Tel Aviv 6789159, Israel
Item 2(a)-(b) Name of Person Filing; Address of
Principal Business Office or, if none, Residence
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(a)
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Gil Shwed (the “Reporting Person”)
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(b)
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c/o Check Point Software Technologies Ltd.
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5 Shlomo Kaplan Street, Tel Aviv 6789159, Israel
Item 2(c) Citizenship
Israel
Item 2(d) Title of Class of Securities
Ordinary Shares, nominal value NIS 0.01 per share
Item 2(e) CUSIP Number
M22465 10 4
| Item 3 |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Not applicable.
Item 4 Ownership
| (a) |
Amount beneficially owned: 29,744,539 Ordinary Shares, which consists of
(i) 24,884,539 ordinary shares held by the Reporting Person and (ii) 4,860,000 ordinary shares that the Reporting Person has the right to acquire pursuant to stock options that are exercisable within 60 days of December 31, 2023.
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| (b) |
Percent of class beneficially owned: 25.3% including the unexercised
stock options referenced in subsection (a) above. Without such unexercised stock options, the 24,884,539 ordinary shares held by the Reporting Person represented 22.0% of the outstanding ordinary shares and voting rights as of December
31, 2023.
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| (c) |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or direct the vote: 24,884,539 ordinary shares outstanding
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| (ii) |
Shared power to vote or to direct the vote: 0
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| (iii) |
Sole power to dispose or to direct the disposition of 29,744,539 ordinary shares*
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| (iv) |
Shared power to dispose or to direct the disposition of: 0
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The 4,860,000 ordinary shares subject to the stock options referenced above do not have any voting rights unless and
until such stock options are exercised by the Reporting Person.
The Reporting Person has been advised by the Issuer that, as of December 31, 2023, the Issuer had 112,906,427
ordinary shares outstanding.
Page 3 of 5 Pages
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
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Not applicable.
| Item 8 |
Identification and Classification of Members of the Group
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Not applicable.
Item 9 Notice of
Dissolution of Group
Not applicable.
Item 10 Certification
Not applicable.
Page 4 of 5 Pages
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.
Dated: February 13, 2024
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By:
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/s/ Gil Shwed | ||
| Gil Shwed |
Page 5 of 5 Pages