Statement of Ownership (sc 13g)
February 12 2015 - 12:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. ____)*
CyberArk Software Ltd.
(Name of
Issuer)
Ordinary Shares
(Title of
Class of Securities)
M2682V
(CUSIP Number)
December 31, 2014
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 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).
(Continued on following pages)
Page 1
of 28
Exhibit Index on Page 20
CUSIP # M2682V |
Page 2 of 28 |
1 |
NAME OF REPORTING PERSONS Jerusalem Venture Partners IV, L.P. (“JVP IV”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
7,131,276 shares, except that Jerusalem Partners IV, L.P. (“JP
IV”), the general partner of JVP IV, may be deemed to have sole power to vote these shares; and JVP Corp. IV (“JVPC
IV”), the general partner of JP IV, may be deemed to have sole power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
7,131,276 shares, except that JP IV, the general partner of
JVP IV, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV, may be deemed to
have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7,131,276 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
23.5% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 3 of 28 |
1 |
NAME OF REPORTING PERSONS Jerusalem Venture Partners IV-A, L.P. (“JVP IV-A”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
60,651 shares, except that JP IV, the general partner of JVP
IV-A, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP IV, may be deemed to have sole
power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
60,651 shares, except that JP IV, the general partner of JVP
IV-A, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV, may be deemed to
have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
60,651 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.2% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 4 of 28 |
1 |
NAME OF REPORTING PERSONS Jerusalem Venture Partners Entrepreneurs Fund IV, L.P. (“JVPEF IV”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
63,864 shares, except that JP IV, the general partner of JVPEF
IV, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP IV, may be deemed to have sole
power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
63,864 shares, except that JP IV, the general partner of JVPEF
IV, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV, may be deemed to have
sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
63,864 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.2% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 5 of 28 |
1 |
NAME OF REPORTING PERSONS
Jerusalem Venture Partners IV (Israel), L.P. (“JVP IV (Israel)”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
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
171,569 shares, except that Jerusalem Partners IV - Venture
Capital, L.P. (“JP IV VC”), the general partner of JVP IV (Israel), may be deemed to have sole power to vote these
shares; and JVPC IV, the general partner of JP IV VC, may be deemed to have sole power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
171,569 shares, except that JP IV VC, the general partner of
JVP IV (Israel), may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV VC, may
be deemed to have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
171,569 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.6% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 6 of 28 |
1 |
NAME OF REPORTING PERSONS JVP Opportunity VI, L.P. (“JVP OP VI”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
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
3,015,811 shares, except that JP Opportunity VI, L.P. (“JP
OP VI”), the general partner of JVP OP VI, may be deemed to have sole power to vote these shares; and JVPC IV, the general
partner of JP OP VI, may be deemed to have sole power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
3,015,811 shares, except that JP OP VI, the general partner
of JVP OP VI, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP OP VI, may be
deemed to have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,015,811 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
9.9% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 7 of 28 |
1 |
NAME OF REPORTING PERSONS JVP Opportunity VI-A, L.P. (“JVP OP VI-A”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
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
588,073 shares, except that JP OP VI, the general partner of
JVP OP VI-A, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP OP VI, may be deemed
to have sole power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
588,073 shares, except that JP OP VI, the general partner of
JVP OP VI-A, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP OP VI, may be
deemed to have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
588,073 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
1.9% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 8 of 28 |
1 |
NAME OF REPORTING PERSONS JVP Opportunity VI Entrepreneur Fund, L.P. (“JVP OP VI EF”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
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
151,318 shares, except that JP OP VI, the general partner of
JVP OP VI EF, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP OP VI, may be deemed
to have sole power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
151,318 shares, except that JP OP VI, the general partner of
JVP OP VI EF, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP OP VI, may be
deemed to have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
151,318 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.5% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 9 of 28 |
1 |
NAME OF REPORTING PERSONS Jerusalem Partners IV, L.P. (“JP IV”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
7,255,791 shares, of which 7,131,276 are directly owned by JVP
IV, 60,651 are directly owned by JVP IV-A and 63,864 are directly owned by JVPEF IV. JP IV, the general partner of JVP IV, JVPEF
IV and JVP IV-A, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP IV, may be deemed
to have sole power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
7,255,791 shares, of which 7,131,276 are directly owned by JVP
IV, 60,651 are directly owned by JVP IV-A and 63,864 are directly owned by JVPEF IV. JP IV, the general partner of JVP IV, JVPEF
IV and JVP IV-A, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV, may be
deemed to have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7,255,791 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
23.9% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 10 of 28 |
1 |
NAME OF REPORTING PERSONS Jerusalem Partners IV - Venture Capital, L.P. (“JP IV VC”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
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
171,569 shares, of which all are directly owned by JVP IV (Israel).
JP IV VC, the general partner of JVP IV (Israel) may be deemed to have sole power to vote these shares; and JVPC IV, the general
partner of JP IV VC, may be deemed to have sole power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
171,569 shares, of which all are directly owned by JVP IV (Israel).
JP IV VC, the general partner of JVP IV (Israel) may be deemed to have sole power to dispose of these shares; and JVPC IV, the
general partner of JP IV VC, may be deemed to have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
171,569 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.6% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 11 of 28 |
1 |
NAME OF REPORTING PERSONS JP Opportunity VI, L.P. (“JP OP VI”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
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
3,755,202 shares, of which 3,015,811 are directly owned by JVP
OP VI, 588,073 are directly owned by JVP OP VI-A and 151,318 are directly owned by JVP OP VI EF. JP OP VI, the general partner
of JVP OP VI, JVP OP VI-A and JVP OP VI EF, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner
of JP OP VI, may be deemed to have sole power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
3,755,202 shares, of which 3,015,811 are directly owned by JVP
OP VI, 588,073 are directly owned by JVP OP VI-A and 151,318 are directly owned by JVP OP VI EF. JP OP VI, the general partner
of JVP OP VI, JVP OP VI-A and JVP OP VI EF, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general
partner of JP OP VI, may be deemed to have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,755,202 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
12.4% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP # M2682V |
Page 12 of 28 |
1 |
NAME OF REPORTING PERSONS JVP Corp. IV (“JVPC IV”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
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
11,182,562 shares, of which 7,131,276 are directly owned by
JVP IV, 60,651 are directly owned by JVP IV-A, 63,864 are directly owned by JVPEF IV, 171,569 are directly owned by JVP IV (Israel),
3,015,811 are directly owned by JVP OP VI, 588,073 are directly owned by JVP OP VI-A and 151,318 are directly owned by JVP OP VI
EF. JVPC IV is (i) the general partner of JP IV, the general partner of JVP IV, JVP IV-A and JVPEF IV, (ii) the general partner
of JP IV VC, the general partner of JVP IV (Israel), and (iii) the general partner of JP OP VI, the general partner of JVP OP VI,
JVP OP VI-A and JVP OP VI EF, and may be deemed to have sole power to vote these shares. |
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE DISPOSITIVE POWER
11,182,562 shares, of which 7,131,276 are directly owned by
JVP IV, 60,651 are directly owned by JVP IV-A, 63,864 are directly owned by JVPEF IV, 171,569 are directly owned by JVP IV (Israel),
3,015,811 are directly owned by JVP OP VI, 588,073 are directly owned by JVP OP VI-A and 151,318 are directly owned by JVP OP VI
EF. JVPC IV is (i) the general partner of JP IV, the general partner of JVP IV, JVP IV-A and JVPEF IV, (ii) the general partner
of JP IV VC, the general partner of JVP IV (Israel), and (iii) the general partner of JP OP VI, the general partner of JVP OP VI,
JVP OP VI-A and JVP OP VI EF, and may be deemed to have sole power to dispose of these shares. |
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
11,182,562 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
36.8% |
12 |
TYPE OF REPORTING PERSON* |
CO |
CUSIP # M2682V |
Page 13 of 28 |
CyberArk Software Ltd.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
94 Em-Ha’moshavot Road
Park Azorim, P.O. Box 3143
Petach Tikva 4970602, Israel
| ITEM 2(A). | NAME OF PERSONS FILING |
| | This Schedule is filed by Jerusalem Venture Partners IV, L.P., a Delaware limited partnership (“JVP IV”), Jerusalem
Venture Partners IV-A, L.P., a Delaware limited partnership (“JVP IV-A”), Jerusalem Venture Partners Entrepreneurs
Fund IV, L.P., a Delaware limited partnership (“JVPEF IV”), Jerusalem Venture Partners IV (Israel), L.P., an Israeli
limited partnership (“JVP IV (Israel)”), JVP Opportunity VI, L.P., a Cayman Islands exempted limited partnership (“JVP
OP VI”), JVP Opportunity VI-A, L.P., a Cayman Islands exempted limited partnership (“JVP OP VI-A”), JVP Opportunity
VI Entrepreneur Fund, L.P., a Cayman Islands exempted limited partnership (“JVP OP VI EF”), Jerusalem Partners IV,
L.P., a Delaware limited partnership (“JP IV”), Jerusalem Partners IV - Venture Capital, L.P., an Israeli limited partnership
(“JP IV VC”), JP Opportunity VI, L.P., a Cayman Islands exempted limited partnership (“JP OP VI”), JVP
Corp. IV, a Cayman Islands exempted company (“JVPC IV”). The foregoing entities are collectively referred to as the
“Reporting Persons.” |
| | JP IV, the general partner of JVP IV, JVP IV-A and JVPEF IV, may be deemed to have sole power to vote and sole power to dispose
of shares of the issuer directly owned by JVP IV, JVP IV-A and JVPEF IV. JP IV VC, the general partner of JVP IV (Israel) may be
deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by JVP IV (Israel). JP OP VI,
the general partner of JVP OP VI, JVP OP VI-A and JVP OP VI EF, may be deemed to have sole power to vote and sole power to dispose
of shares of the issuer directly owned by JVP OP VI, JVP OP VI-A and JVP OP VI EF. JVPC IV, the general partner of JP IV, JP IV
VC and JP OP VI, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by JVP
IV, JVP IV-A, JVPEF IV, JVP IV (Israel), JVP OP VI, JVP OP VI-A and JVP OP VI EF. |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The mailing address for each of the Reporting Persons
is:
c/o
Jerusalem Venture Partners
41 Madison
Avenue, 31st Floor
New
York, NY 10010
| | JVP IV, JVP IV-A, JVPEF IV and JP IV are Delaware limited partnerships. JVP IV (Israel) and JP IV VC are Israeli limited partnerships.
JVP OP VI, JVP OP VI-A, JVP OP VI EF and JP OP VI are Cayman Islands exempted limited partnerships. JVPC IV is a Cayman Islands
exempted company. |
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Ordinary Shares
M2682V
CUSIP # M2682V |
Page 14 of 28 |
The following information with respect to
the ownership of the ordinary shares of the issuer by the persons filing this Statement is provided as of December 31, 2014:
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each
Reporting Person.
See Row 11 of cover page for each
Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each
Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each
Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each
Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each
Reporting Person.
| 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. |
| | Under certain circumstances set forth in the limited partnership agreements of JVP IV, JVP IV-A, JVPEF IV, JVP IV (Israel),
JVP OP VI, JVP OP VI-A, JVP OP VI EF, JP IV, JP IV VC, JP OP VI, and the general and limited partners of each of such entities
may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each
such entity of which they are a partner. |
| 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
CUSIP # M2682V |
Page 15 of 28 |
Not applicable
CUSIP # M2682V |
Page 16 of 28 |
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.
Date: February 4, 2015
|
JERUSALEM VENTURE PARTNERS IV, L.P.,
a Delaware Limited Partnership |
|
|
|
|
By: |
Jerusalem Partners IV, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JERUSALEM VENTURE PARTNERS IV-A, L.P., a
Delaware Limited Partnership |
|
|
|
|
By: |
Jerusalem Partners IV, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
CUSIP # M2682V |
Page 17 of 28 |
Date: February 4, 2015
|
JERUSALEM VENTURE PARTNERS |
|
ENTREPRENEURS FUND IV, L.P., a Delaware Limited |
|
Partnership |
|
|
|
|
By: |
Jerusalem Partners IV, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JERUSALEM VENTURE PARTNERS IV (ISRAEL),
L.P., an Israel Limited Partnership |
|
|
|
|
By: |
Jerusalem Partners IV - Venture Capital, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JVP OPPORTUNITY VI, L.P., a Cayman Islands
Exempted Limited Partnership |
|
|
|
|
By: |
JP Opportunity VI, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
CUSIP # M2682V |
Page 18 of 28 |
Date: February 4, 2015
|
JVP OPPORTUNITY VI-A, L.P., a Cayman Islands
Exempted Limited Partnership |
|
|
|
|
By: |
JP Opportunity VI, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JVP OPPORTUNITY VI ENTREPRENEUR FUND, |
|
L.P., a Cayman Islands Exempted Limited Partnership |
|
|
|
|
By: |
JP Opportunity VI, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JERUSALEM PARTNERS IV, L.P., a Delaware Limited |
|
Partnership |
|
|
|
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
CUSIP # M2682V |
Page 19 of 28 |
Date: February 4, 2015
|
JERUSALEM PARTNERS IV - VENTURE CAPITAL, |
|
L.P., an Israeli Limited Partnership |
|
|
|
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JP OPPORTUNITY VI, L.P., |
|
a Cayman Islands Exempted Limited Partnership |
|
|
|
|
By: |
JVP Corp. IV |
|
|
Its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JVP CORP. IV, a Cayman Islands Exempted Company |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
CUSIP # M2682V |
Page 20 of 28 |
EXHIBIT INDEX
|
|
Found on |
|
|
Sequentially |
Exhibit |
|
Numbered Page |
|
|
|
Exhibit A: Agreement of Joint Filing |
|
21 |
|
|
|
Exhibit B: Power of Attorney |
|
25 |
CUSIP # M2682V |
Page 21 of 28 |
exhibit A
Agreement of Joint Filing
The Reporting Persons
hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Ordinary Shares of CyberArk Software Ltd. shall
be filed on behalf of each of the Reporting Persons and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 4, 2015
|
JERUSALEM VENTURE PARTNERS IV, L.P., a |
|
Delaware Limited Partnership |
|
|
|
|
By: |
Jerusalem Partners IV, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JERUSALEM VENTURE PARTNERS IV-A, L.P., a |
|
Delaware Limited Partnership |
|
|
|
|
By: |
Jerusalem Partners IV, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
CUSIP # M2682V |
Page 22 of 28 |
Date: February 4, 2015
|
JERUSALEM VENTURE PARTNERS |
|
ENTREPRENEURS FUND IV, L.P., a Delaware Limited |
|
Partnership |
|
|
|
|
By: |
Jerusalem Partners IV, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JERUSALEM VENTURE PARTNERS IV (ISRAEL), |
|
L.P., an Israel Limited Partnership |
|
|
|
|
By: |
Jerusalem Partners IV-Venture Capital, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JVP OPPORTUNITY VI, L.P., |
|
a Cayman Islands Exempted Limited Partnership |
|
|
|
|
By: |
JP Opportunity VI, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
CUSIP # M2682V |
Page 23 of 28 |
Date: February 4, 2015
|
JVP OPPORTUNITY VI-A, L.P., |
|
a Cayman Islands Exempted Limited Partnership |
|
|
|
|
By: |
JP Opportunity VI, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JVP OPPORTUNITY VI ENTREPRENEUR FUND, L.P., |
|
a Cayman Islands Exempted Limited Partnership |
|
|
|
|
By: |
JP Opportunity VI, L.P. |
|
|
its General Partner |
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JERUSALEM PARTNERS IV, L.P., a Delaware Limited |
|
Partnership |
|
|
|
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
CUSIP # M2682V |
Page 24 of 28 |
Date: February 4, 2015
|
JERUSALEM PARTNERS IV - VENTURE CAPITAL, |
|
L.P., an Israeli Limited Partnership |
|
|
|
|
By: |
JVP Corp. IV |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JP OPPORTUNITY VI, L.P., |
|
a Cayman Islands Exempted Limited Partnership |
|
|
|
|
By: |
JVP Corp. IV |
|
|
Its General Partner |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
Date: February 4, 2015
|
JVP CORP. IV, a Cayman Islands Exempted Company |
|
|
|
|
By: |
/s/ Yehoshua Ennis |
|
Title: |
Attorney-in-Fact |
CUSIP # M2682V |
Page 25 of 28 |
EXHIBIT B
![](texbpg01.jpg)
CUSIP # M2682V |
Page 26 of 28 |
![](texbpg02.jpg)
CUSIP # M2682V |
Page 27 of 28 |
![](texbpg03.jpg)
CUSIP # M2682V |
Page 28 of 28 |
![](texbpg04.jpg)
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