Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 4:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934*
(Amendment No. 1)
CyberArk Software Ltd.
Common Stock
(Title of Class of Securities)
|
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x 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.
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.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RBC Global Asset Management Inc. (“RBC GAM”)
|
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
Canada
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
|
5.
|
|
Sole Voting Power
0
|
|
6.
|
|
Shared Voting Power
43,499
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
43,499
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
43,499
|
10.
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
11.
|
|
Percent of Class Represented by Amount in Row (9)
0.10%
|
12.
|
|
Type of Reporting Person (See Instructions)
FI
|
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RBC Phillips, Hager & North Investment Counsel Inc.
|
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
Canada
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
|
5.
|
|
Sole Voting Power
0
|
|
6.
|
|
Shared Voting Power
43,499
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
43,499
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
43,499
|
10.
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
11.
|
|
Percent of Class Represented by Amount in Row (9)
0.10%
|
12.
|
|
Type of Reporting Person (See Instructions)
FI
|
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RBC Private Counsel (USA) Inc. (“RBC PC”)
|
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
Canada
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
|
5.
|
|
Sole Voting Power
0
|
|
6.
|
|
Shared Voting Power
43,499
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
43,499
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
43,499
|
10.
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
11.
|
|
Percent of Class Represented by Amount in Row (9)
0.10%
|
12.
|
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Royal Trust Corporation of Canada
|
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
Canada
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
|
5.
|
|
Sole Voting Power
0
|
|
6.
|
|
Shared Voting Power
43,499
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
43,499
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
43,499
|
10.
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
11.
|
|
Percent of Class Represented by Amount in Row (9)
0.10%
|
12.
|
|
Type of Reporting Person (See Instructions)
FI
|
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RBC Global Asset Management (U.S.) Inc.
|
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
Minnesota
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
|
5.
|
|
Sole Voting Power
0
|
|
6.
|
|
Shared Voting Power
43,499
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
43,499
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
43,499
|
10.
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐
|
11.
|
|
Percent of Class Represented by Amount in Row (9)
0.10%
|
12.
|
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
|
|
|
Item 1.
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(a)
|
Name of Issuer
CyberArk Software Ltd.
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|
(b)
|
Address of Issuer’s Principal Executive Offices
9 Hapsagot St.
Park Ofer B, P.O. Box 3143
Petach-Tikva 4951040
Israel
|
Item 2.
|
(a)
|
Name of Person Filing
|
|
1.
|
RBC Global Asset Management Inc.
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|
2.
|
RBC Phillips, Hager & North Investment Counsel Inc.
|
|
3.
|
RBC Private Counsel (USA) Inc.
|
|
4.
|
Royal
Trust Corporation of Canada
|
|
5.
|
RBC Global Asset Management (U.S.) Inc.
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
|
1.
|
RBC Centre
155 Wellington Street West, Suite 2300
Toronto, Ontario, Canada M5V 3K7
|
|
2.
|
RBC Centre
155 Wellington Street West, 17th Floor
Toronto, Canada M5V 3K7
|
|
3.
|
155 Wellington Street West, 17th Floor
Toronto, Canada M5V 3K7
|
|
4.
|
200
Bay Street, Royal Bank Plaza
9th
Floor, South Tower
Toronto,
Canada M5J 2J5
|
|
5.
|
50
South Sixth Street
Suite 2350
Minneapolis, Minnesota 55402
|
|
(c)
|
Citizenship
1-4: Canada
5: Minnesota
|
|
(d)
|
Title of Class of Securities
Common Stock
|
|
(e)
|
CUSIP Number
M2682V108
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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:
|
|
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
|
x
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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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☐
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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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
|
☐
|
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)
|
x
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
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(k)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially
owned: 43,499
|
|
|
|
|
(b)
|
Percent of class: 0.10%.
|
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(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
43,499
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
0
|
|
|
(iv)
|
Shared power to dispose or
to direct the disposition of
43,499
|
|
|
|
|
|
Instruction: For computations
regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
|
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: x.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Accounts managed on a discretionary basis by RBC GAM are known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such securities.
|
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.
By signing below we certify that,
to the best of our knowledge and belief, the securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
By signing below, I also certify that,
to the best of my knowledge and belief, the foreign regulatory scheme applicable to the investment adviser is substantially comparable
to the regulatory scheme applicable to the functionally equivalent U.S. institution. I also undertake to furnish to the Commission
staff, upon request, information that would be disclosed in a Schedule 13D.
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 14, 2022
|
RBC GLOBAL ASSET MANAGEMENT INC.
|
|
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|
/s/ Michael Taylor
|
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Signature
|
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Michael Taylor/Vice President
|
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Name/Title
|
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RBC PHILLIPS, HAGER & NORTH INVESTMENT COUNSEL INC.
|
|
|
|
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/s/ Vijay Parmar
|
|
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Signature
|
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Vijay Parmar / President
|
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Name/Title
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RBC PRIVATE COUNSEL (USA) INC.
|
|
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|
/s/ Vijay Parmar
|
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Signature
|
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Vijay Parmar / Director & Co-President
|
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Name/Title
|
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ROYAL TRUST CORPORATION
OF CANADA
|
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/s/
Leanne Kaufman
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Signature
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Leanne Kaufman / President and Chief Executive Officer
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Name/Title
|
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RBC GLOBAL ASSET MANAGEMENT
(U.S.) INC.
|
|
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/s/ Carol Kuha
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Signature
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Carol Kuha/Chief
Operating Officer
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Name/Title
|
Index to Exhibits
Exhibit
|
Exhibit
|
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|
A
|
Joint Filing Agreement
|
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G/A with respect
to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G/A.
In evidence thereof, the undersigned hereby execute this Agreement as of February 14, 2022.
|
RBC GLOBAL ASSET MANAGEMENT INC.
|
|
|
|
/s/ Michael Taylor
|
|
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Signature
|
|
|
|
|
|
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|
Michael Taylor/Vice President
|
|
|
|
Name/Title
|
|
RBC PHILLIPS, HAGER & NORTH INVESTMENT COUNSEL INC.
|
|
|
|
|
|
/s/ Vijay Parmar
|
|
|
|
Signature
|
|
|
|
|
|
|
|
Vijay Parmar / President
|
|
|
|
Name/Title
|
|
RBC PRIVATE COUNSEL (USA) INC.
|
|
|
|
|
|
/s/ Vijay Parmar
|
|
|
|
Signature
|
|
|
|
|
|
|
|
Vijay Parmar / Director & Co-President
|
|
|
|
Name/Title
|
|
ROYAL TRUST CORPORATION
OF CANADA
|
|
|
|
/s/
Leanne Kaufman
|
|
|
|
Signature
|
|
|
|
|
|
|
|
Leanne Kaufman / President and Chief Executive Officer
|
|
|
|
Name/Title
|
|
|
|
|
|
RBC GLOBAL ASSET MANAGEMENT
(U.S.) INC.
|
|
|
|
|
|
/s/ Carol Kuha
|
|
|
|
Signature
|
|
|
|
Carol Kuha/Chief
Operating Officer
|
|
|
|
Name/Title
|
13
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