Amended Statement of Beneficial Ownership (sc 13d/a)
November 22 2017 - 1:42PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Cyren Ltd.
(Name of Issuer)
Ordinary Shares, nominal value NIS 0.15 per share
(Title of Class of Securities)
M25596202
(CUSIP Number)
Robert B. Knauss
General Counsel and Managing Director
Warburg Pincus LLC
450
Lexington Avenue
New York, New York 10017
(212) 8780600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Dvir
Oren, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, NY 10022
+1 (214) 215-1909
November 20, 2017
(Date
of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
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
(however, see the Notes).
Page
2
of 23
CUSIP No. M25596202
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1.
|
|
Names of
Warburg Pincus Reporting Persons.
WP XII Investments B.V.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
The
Netherlands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
10,595,521
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
10,595,521
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
Page
3
of 23
CUSIP No. M25596202
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1.
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Names of
Reporting Persons.
WP XII Investments Coöperatief U.A.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
The
Netherlands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
10,595,521
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
10,595,521
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
4
of 23
CUSIP No. M25596202
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1.
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Names of
Reporting Persons.
Warburg Pincus (Callisto) Private Equity XII (Cayman),
L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
1,920,014
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
1,920,014
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,920,014
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
3.9%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
5
of 23
CUSIP No. M25596202
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1.
|
|
Names of
Reporting Persons.
Warburg Pincus (Europa) Private Equity XII (Cayman),
L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
2,098,337
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
2,098,337
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,098,337
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
4.2%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
6
of 23
CUSIP No. M25596202
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1.
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Names of
Reporting Persons.
Warburg Pincus (Ganymede) Private Equity XII (Cayman),
L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
2,806,330
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
2,806,330
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,806,330
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
5.6%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
7
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Warburg Pincus Private Equity XII-B (Cayman), L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
1,369,259
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
1,369,259
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,369,259
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
2.7%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
8
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Warburg Pincus Private Equity XII-D (Cayman), L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
196,971
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
196,971
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
196,971
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
9
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Warburg Pincus Private Equity XII-E (Cayman), L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
1,124,185
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
1,124,185
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,124,185
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
2.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
10
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Warburg Pincus XII Partners (Cayman), L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
712,231
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
712,231
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
712,231
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
1.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
11
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
WP XII Partners (Cayman), L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
368,194
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
368,194
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
368,194
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.7%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521
ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
12
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Warburg Pincus LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
New
York
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
10,595,521
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
10,595,521
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521
ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
13
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Warburg Pincus (Cayman) XII, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
10,595,521
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
10,595,521
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
14
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Warburg Pincus (Cayman) XII GP LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
10,595,521
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
10,595,521
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
15
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Warburg Pincus Partners II (Cayman), L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Cayman
Islands
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
10,595,521
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
10,595,521
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
16
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Warburg Pincus (Bermuda) Private Equity GP Ltd.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
Bermuda
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
10,595,521
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
10,595,521
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521
ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
17
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Charles R. Kaye
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
United States of
America
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
10,595,521
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
10,595,521
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521
ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
18
of 23
CUSIP No. M25596202
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Joseph P. Landy
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or Place of
Organization
United States of
America
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
10,595,521
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
10,595,521
|
|
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
21.3%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521
ordinary shares issued pursuant to the SPA.
|
*
|
Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest
therein.
|
Page
19
of 23
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends and supplements the
Original Schedule 13D filed with the SEC on November 16, 2017 (the Original Schedule 13D and Amendment No. 1, together, the Schedule 13D). The Schedule 13D relates to the ordinary shares, nominal value NIS 0.15 per share (the
Ordinary Shares
), of Cyren Ltd., a company organized under the laws of the State of Israel (the
Company
). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the
Original Schedule 13D.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
This Amendment No. 1 amends
Item 3 of the Original Schedule 13D to add the following:
The Warburg Pincus Reporting Persons will fund the consummation of the Tender
Offer (as defined below) from capital committed to the WP XII Funds. The Warburg Pincus Reporting Persons have deposited cash into an escrow account with Israel Brokerage & Investments I.B.I. Ltd., the Israeli Depositary, in an amount
sufficient to pay for the maximum number of Ordinary Shares that the Warburg Pincus Reporting Persons are offering to purchase.
Item 4.
|
Purpose of Transaction
|
This Amendment No. 1 amends Item 4 of the Original Schedule
13D to add the following:
On November 20, 2017, WP XII Investments and certain of the Warburg Pincus Reporting Persons, commenced a
tender offer (the Tender Offer) to purchase up to 31,265,358 Ordinary Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 20, 2017 (as it may be amended or supplemented from time
to time, the Offer to Purchase), and the related letter of transmittal.
After giving effect to the Tender Offer, assuming the
purchase of 100% of the Ordinary Shares sought in the Tender Offer, the Warburg Pincus Reporting Persons will beneficially own 41,860,879 Ordinary Shares representing approximately 75% of the Ordinary Shares of the Company (assuming issuance of
Ordinary Shares issuable upon conversion of certain convertible notes and exercise of all in the money outstanding stock options and warrants as of the completion of the Tender Offer). The Tender Offer will not be subject to a financing
condition, however, it will be subject to certain other conditions.
A copy of the Offer to Purchase is attached hereto as Exhibit D. The description of
the abovementioned documents contained herein is qualified in its entirety by reference to Exhibit D, which is incorporated herein by reference.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
This Amendment No. 1 amends Item 6 of the Original Schedule 13D to add the following:
The Offer to Purchase is described in Item 4 above, such summary being incorporated in this Item 6 by reference. The summary of the Offer to
Purchase in this Amendment No. 1 is qualified in its entirety by reference to the Offer to Purchase, a copy of which is attached hereto as Exhibit D.
Item 7.
|
Material to be filed as Exhibits
|
Exhibit A
- Joint Filing Agreement, dated
November 16, 2017, among the Warburg Pincus Reporting Persons, relating to the filing of a joint statement on Schedule 13D (incorporated by reference to Exhibit A to Schedule 13D filed with the Securities and Exchange Commission (the
SEC) on November 16, 2017).
Exhibit B
- Securities Purchase Agreement, dated November 6, 2017, between
the Company and WP XII Investments (incorporated by reference to Exhibit B to Schedule 13D filed with the SEC on .November 16, 2017).
Exhibit C
- Registration Rights Agreement, dated November 6, 2017, between the Company and WP XII Investment (incorporated by
reference to Exhibit C to Schedule 13D filed with the SEC on November 16, 2017).
Exhibit D
- Offer to Purchase, dated
November 20, 2017 (incorporated by reference to Exhibit (a)(1)(A) of Schedule TO filed with the SEC on November 20, 2017).
Page
20
of 23
SIGNATURES
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: November 22, 2017
|
|
|
|
WP XII INVESTMENTS B.V.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ G.F.X.M Nieuwenhuizen
|
|
|
|
|
|
|
Name: G.F.X.M Nieuwenhuizen
|
|
|
|
|
|
|
Title: Managing Director A
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Tara ONeill
|
|
|
|
|
|
|
Name: Tara ONeill
|
|
|
|
|
|
|
Title: Managing Director A
|
|
|
|
Dated: November 22, 2017
|
|
|
|
WP XII INVESTMENTS CÖOPERATIEF U.A.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ G.F.X.M Nieuwenhuizen
|
|
|
|
|
|
|
Name: G.F.X.M Nieuwenhuizen
|
|
|
|
|
|
|
Title: Managing Director A
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Tara ONeill
|
|
|
|
|
|
|
Name: Tara ONeill
|
|
|
|
|
|
|
Title: Managing Director A
|
|
|
|
Dated: November 22, 2017
|
|
|
|
WARBURG PINCUS (CALLISTO) PRIVATE EQUITY XII (CAYMAN), L.P.
|
|
|
|
|
|
|
|
By: Warburg Pincus (Cayman) XII, L.P., its general partner
|
|
|
|
|
By: Warburg Pincus (Cayman) XII GP LLC, its general partner
|
|
|
|
|
By: Warburg Pincus Partners II (Cayman), L.P., its sole member
|
|
|
|
|
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
|
|
|
|
|
Name: Robert B. Knauss
|
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
|
Dated: November 22, 2017
|
|
|
|
WARBURG PINCUS (EUROPA) PRIVATE EQUITY XII (CAYMAN), L.P.
|
|
|
|
|
|
|
|
By: Warburg Pincus (Cayman) XII, L.P., its general partner
|
|
|
|
|
By: Warburg Pincus (Cayman) XII GP LLC, its general partner
|
|
|
|
|
By: Warburg Pincus Partners II (Cayman), L.P., its sole member
|
|
|
|
|
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
|
|
|
|
|
Name: Robert B. Knauss
|
|
|
|
|
|
|
Title: Authorized Signatory
|
Page
21
of 23
|
|
|
|
|
|
|
Dated: November 22, 2017
|
|
|
|
WARBURG PINCUS (GANYMEDE) PRIVATE EQUITY XII (CAYMAN), L.P.
|
|
|
|
|
|
|
|
|
By:
|
|
Warburg Pincus (Cayman) XII, L.P., its general partner
|
|
|
|
|
By:
|
|
Warburg Pincus (Cayman) XII GP LLC, its general partner
|
|
|
|
|
By:
|
|
Warburg Pincus Partners II (Cayman), L.P., its sole member
|
|
|
|
|
By:
|
|
Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
|
|
|
|
|
Name: Robert B. Knauss
|
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
|
Dated: November 22, 2017
|
|
|
|
WARBURG PINCUS PRIVATE EQUITY
XII-B
(CAYMAN), L.P.
|
|
|
|
|
|
|
|
By: Warburg Pincus (Cayman) XII, L.P., its general partner
|
|
|
|
|
By: Warburg Pincus (Cayman) XII GP LLC, its general partner
|
|
|
|
|
By: Warburg Pincus Partners II (Cayman), L.P., its sole member
|
|
|
|
|
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
|
|
|
|
|
Name: Robert B. Knauss
|
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
|
Dated: November 22, 2017
|
|
|
|
WARBURG PINCUS PRIVATE EQUITY
XII-D
(CAYMAN), L.P.
|
|
|
|
|
|
|
|
By: Warburg Pincus (Cayman) XII, L.P., its general partner
|
|
|
|
|
By: Warburg Pincus (Cayman) XII GP LLC, its general partner
|
|
|
|
|
By: Warburg Pincus Partners II (Cayman), L.P., its sole member
|
|
|
|
|
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
|
|
|
|
|
Name: Robert B. Knauss
|
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
|
Dated: November 22, 2017
|
|
|
|
WARBURG PINCUS PRIVATE EQUITY
XII-E
(CAYMAN), L.P.
|
|
|
|
|
|
|
|
By: Warburg Pincus (Cayman) XII, L.P., its general partner
|
|
|
|
|
By: Warburg Pincus (Cayman) XII GP LLC, its general partner
|
|
|
|
|
By: Warburg Pincus Partners II (Cayman), L.P., its sole member
|
|
|
|
|
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
|
|
|
|
|
Name: Robert B. Knauss
|
|
|
|
|
|
|
Title: Authorized Signatory
|
Page
22
of 23
|
|
|
|
|
|
|
Dated: November 22, 2017
|
|
|
|
WARBURG PINCUS XII PARTNERS (CAYMAN), L.P.
|
|
|
|
|
|
|
|
|
By:
|
|
Warburg Pincus (Cayman) XII, L.P., its general partner
|
|
|
|
|
By:
|
|
Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its sole member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Authorized Signatory
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Dated: November 22, 2017
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WP XII PARTNERS (CAYMAN), L.P.
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its sole member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Authorized Signatory
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Dated: November 22, 2017
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WARBURG PINCUS LLC
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By:
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/s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Authorized Signatory
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Dated: November 22, 2017
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WARBURG PINCUS (CAYMAN) XII, L.P.
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its sole member
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By:
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Warburg Pincus (Bermuda) Private Equity GP, Ltd., its general partner
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By:
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/s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Authorized Signatory
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Dated: November 22, 2017
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WARBURG PINCUS (CAYMAN) XII GP LLC
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By:
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Warburg Pincus Partners II (Cayman), L.P., its sole member
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By:
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Warburg Pincus (Bermuda) Private Equity GP, Ltd., its general partner
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By:
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/s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Authorized Signatory
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Dated: November 22, 2017
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WARBURG PINCUS PARTNERS II (CAYMAN), L.P.
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Authorized Signatory
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Page
23
of 23
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Dated: November 22, 2017
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WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD.
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By:
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/s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Authorized Signatory
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Dated: November 22, 2017
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CHARLES R. KAYE
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By:
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/s/ Robert B. Knauss
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Name: Robert B. Knauss,
Attorney-in-Fact*
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Dated: November 22, 2017
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JOSEPH P. LANDY
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By:
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/s/ Robert B. Knauss
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Name: Robert B. Knauss
Attorney-in-Fact*
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* The Powers of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and
Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc.
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