SEC Form SC 13G/A filed by Innovid Corp. (Amendment)
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. 1)*
Innovid Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
457679108**
(CUSIP Number)
May 22, 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. |
| ** | This CUSIP number applies to the Issuer’s Common Stock. |
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).
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL ISRAEL IV HOLDINGS, L.P. (“SEQUOIA CAPITAL ISRAEL IV HOLDINGS”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
9,697,224 shares | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
9,697,224 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,697,224 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 144,413,260 shares of Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2024. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL ISRAEL IV, L.P. (“SEQUOIA CAPITAL ISRAEL IV”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,697,224 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 144,413,260 shares of Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2024. |
| 1 | NAME OF REPORTING PERSON
SC ISRAEL IV MANAGEMENT, L.P. (“SC ISRAEL IV MANAGEMENT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. The General Partner of SEQUOIA CAPITAL ISRAEL IV is SC ISRAEL IV MANAGEMENT. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. The General Partner of SEQUOIA CAPITAL ISRAEL IV is SC ISRAEL IV MANAGEMENT. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,697,224 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 144,413,260 shares of Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2024. |
| 1 | NAME OF REPORTING PERSON
SC ISRAEL IV GENPAR, LTD (“SC ISRAEL IV GENPAR”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. The General Partner of SEQUOIA CAPITAL ISRAEL IV is SC ISRAEL IV MANAGEMENT. The General Partner of SC ISRAEL IV MANAGEMENT is SC ISRAEL IV GENPAR. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. The General Partner of SEQUOIA CAPITAL ISRAEL IV is SC ISRAEL IV MANAGEMENT. The General Partner of SC ISRAEL IV MANAGEMENT is SC ISRAEL IV GENPAR. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,697,224 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 144,413,260 shares of Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2024. |
| 1 | NAME OF REPORTING PERSON
SHMUEL LEVY (“SL”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. The General Partner of SEQUOIA CAPITAL ISRAEL IV is SC ISRAEL IV MANAGEMENT. The General Partner of SC ISRAEL IV MANAGEMENT is SC ISRAEL IV GENPAR. The directors and stockholders of SC ISRAEL IV GENPAR who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL ISRAEL IV HOLDINGS are Messrs. SL and HS. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. The General Partner of SEQUOIA CAPITAL ISRAEL IV is SC ISRAEL IV MANAGEMENT. The General Partner of SC ISRAEL IV MANAGEMENT is SC ISRAEL IV GENPAR. The directors and stockholders of SC ISRAEL IV GENPAR who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL ISRAEL IV HOLDINGS are Messrs. SL and HS. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,697,224 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 144,413,260 shares of Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2024. |
| 1 | NAME OF REPORTING PERSON
HAIM SADGER (“HS”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. The General Partner of SEQUOIA CAPITAL ISRAEL IV is SC ISRAEL IV MANAGEMENT. The General Partner of SC ISRAEL IV MANAGEMENT is SC ISRAEL IV GENPAR. The directors and stockholders of SC ISRAEL IV GENPAR who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL ISRAEL IV HOLDINGS are Messrs. SL and HS. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
9,697,224 shares, of which 9,697,224 shares are directly owned by SEQUOIA CAPITAL ISRAEL IV HOLDINGS. SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. The General Partner of SEQUOIA CAPITAL ISRAEL IV is SC ISRAEL IV MANAGEMENT. The General Partner of SC ISRAEL IV MANAGEMENT is SC ISRAEL IV GENPAR. The directors and stockholders of SC ISRAEL IV GENPAR who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL ISRAEL IV HOLDINGS are Messrs. SL and HS. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,697,224 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 144,413,260 shares of Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2024. |
| ITEM 1. |
(a) Name of Issuer:
Innovid Corp.
(b) Address of Issuer’s Principal Executive Offices:
30 Irving Place, 12th Floor
New York, New York 10003
| ITEM 2. |
(a) Name of Persons Filing:
Sequoia Capital Israel IV Holdings, L.P.
Sequoia Capital Israel IV L.P.
SC Israel IV Management, L.P.
SC Israel IV Genpar, Ltd.
Shmuel Levy
Haim Sadger
SEQUOIA CAPITAL ISRAEL IV owns 100% of SEQUOIA CAPITAL ISRAEL IV HOLDINGS. The General Partner of SEQUOIA CAPITAL ISRAEL IV is SC ISRAEL IV MANAGEMENT. The General Partner of SC ISRAEL IV MANAGEMENT is SC ISRAEL IV GENPAR. The directors and stockholders of SC ISRAEL IV GENPAR who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL ISRAEL IV HOLDINGS are Messrs. SL and HS.
(b) Address of Principal Business Office or, if none, Residence:
C/O: Shimony House of Finance
26 Ben Gurion St.
P.O Box 2058, Bnei Brak
Ramat Gan, Israel 5112001
(c) Citizenship:
SEQUOIA CAPITAL ISRAEL IV HOLDINGS, SEQUOIA CAPITAL ISRAEL IV, SC ISRAEL IV MANAGEMENT, SC ISRAEL IV GENPAR: Cayman Islands
SL, HS: Israel
(d) CUSIP Number:
457679108
| 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 |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| 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. |
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
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: May 24, 2024 | ||||||
| Sequoia Capital Israel IV Holdings, L.P. | ||||||
| By: Sequoia Capital Israel IV L.P. | ||||||
| its Sole Shareholder | ||||||
| By: | /s/ Shmuel Levy | |||||
| Shmuel Levy, Authorized Signatory | ||||||
| Sequoia Capital Israel IV L.P. | ||||||
| By: SC Israel IV Management, L.P., it | ||||||
| General Partner | ||||||
| By: SC Israel IV Genpar, Ltd. its General Partner | ||||||
| By: | /s/ Shmuel Levy | |||||
| Shmuel Levy, Authorized Signatory | ||||||
| SC Israel IV Management, L.P. | ||||||
| By: SC Israel IV Genpar, Ltd. its General Partner | ||||||
| By: | /s/ Shmuel Levy | |||||
| Shmuel Levy, Authorized Signatory | ||||||
| SC Israel IV Genpar, Ltd. | ||||||
| By: | /s/ Shmuel Levy | |||||
| Shmuel Levy, Authorized Signatory | ||||||
| Shmuel Levy | ||||||
| By: | /s/ Shmuel Levy | |||||
| Shmuel Levy | ||||||
| Haim Sadger | ||||||
| By: | /s/ Haim Sadger | |||||
| Haim Sadger | ||||||