CUSIP
No. 457679 108
|
13G
|
Page
2 of 12 Pages
|
1.
|
Names
of Reporting Persons
Vintage
Investments 5 L.P.
|
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
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
5,232,292
(1)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
5,232,292
(1)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,232,292
(1)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
4.4%
(2)
|
12.
|
Type
of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists
of 3,055,135 shares of common stock of the issuer (“common stock”) held
by Vintage Co-Investment Fund I (Cayman), L.P. and 2,177,157 shares of common stock held
by Vintage Co-Investment Fund I (Israel), L.P. (collectively, the “Funds”). The
reporting person serves as the general partner of each of the Funds and may therefore be
deemed to share beneficial ownership with respect to the shares of common stock held by the
Funds. See Item 4.
|
|
(2)
|
Based
on 118,941,618 shares of common stock of the issuer outstanding as of November 30, 2021,
as described in the issuer’s Current Report on Form 8-K filed with the SEC on December
6, 2021.
|
CUSIP
No. 457679 108
|
13G
|
Page
3 of 12 Pages
|
1.
|
Names
of Reporting Persons
Vintage
Fund 5 Ltd.
|
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
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
5,232,292
(1)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
5,232,292
(1)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,232,292
(1)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
4.4%
(2)
|
12.
|
Type
of Reporting Person (See
Instructions)
CO
|
|
(1)
|
Consists
of 3,055,135 shares of common stock held by Vintage Co-Investment Fund I (Cayman), L.P. and
2,177,157 shares of common stock held by Vintage Co-Investment Fund I (Israel), L.P. (collectively,
the “Funds”). The reporting person serves as the general partner of the general
partner of each of the Funds and may therefore be deemed to share beneficial ownership with
respect to the shares of common stock held by the Funds. See Item 4.
|
|
(2)
|
Based
on 118,941,618 shares of common stock of the issuer outstanding as of November 30, 2021,
as described in the issuer’s Current Report on Form 8-K filed with the SEC on December
6, 2021.
|
CUSIP
No. 457679 108
|
13G
|
Page
4 of 12 Pages
|
1.
|
Names
of Reporting Persons
Vintage
Ventures III L.P.
|
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
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
798,877
(1)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
798,877
(1)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
798,877
(1)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.7%
(2)
|
12.
|
Type
of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists
of 571,996 shares of common stock held by Vintage Secondary Fund II (Cayman), L.P. and 226,881
shares of common stock held by Vintage Secondary Fund II (Israel), L.P. (collectively, the
“Funds”). The reporting person serves as the general partner of each of the Funds
and may therefore be deemed to share beneficial ownership with respect to the shares of common
stock held by the Funds. See Item 4.
|
|
(2)
|
Based
on 118,941,618 shares of common stock of the issuer outstanding as of November 30, 2021,
as described in the issuer’s Current Report on Form 8-K filed with the SEC on December
6, 2021.
|
CUSIP
No. 457679 108
|
13G
|
Page
5 of 12 Pages
|
1.
|
Names
of Reporting Persons
Vintage
Ventures Fund 3 Ltd.
|
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
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
798,877
(1)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
798,877
(1)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
798,877
(1)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.7%
(2)
|
12.
|
Type
of Reporting Person (See
Instructions)
CO
|
|
(1)
|
Consists
of 571,996 shares of common stock held by Vintage Secondary Fund II (Cayman), L.P. and 226,881
shares of common stock held by Vintage Secondary Fund II (Israel), L.P. (collectively, the
“Funds”). The reporting person serves as the general partner of the general partner
of each of the Funds and may therefore be deemed to share beneficial ownership with respect
to the shares of common stock held by the Funds. See Item 4.
|
|
(2)
|
Based
on 118,941,618 shares of common stock of the issuer outstanding as of November 30, 2021,
as described in the issuer’s Current Report on Form 8-K filed with the SEC on December
6, 2021.
|
CUSIP
No. 457679 108
|
13G
|
Page
6 of 12 Pages
|
1.
|
Names
of Reporting Persons
Vintage
Investments VI L.P.
|
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
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
266,291
(1)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
266,291
(1)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
266,291
(1)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.2%
(2)
|
12.
|
Type
of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Consists
of 201,556 shares of common stock held by Vintage Secondary Fund III (Cayman), L.P. and 64,735
shares of common stock held by Vintage Secondary Fund III (Israel), L.P. (collectively, the
“Funds”). The reporting person serves as the general partner of each of the Funds
and may therefore be deemed to share beneficial ownership with respect to the shares of common
stock held by the Funds. See Item 4.
|
|
(2)
|
Based
on 118,941,618 shares of common stock of the issuer outstanding as of November 30, 2021,
as described in the issuer’s Current Report on Form 8-K filed with the SEC on December
6, 2021.
|
CUSIP
No. 457679 108
|
13G
|
Page
7 of 12 Pages
|
1.
|
Names
of Reporting Persons
Vintage
Fund 6 Ltd.
|
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
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
266,291
(1)
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
266,291
(1)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
266,291
(1)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.2%
(2)
|
12.
|
Type
of Reporting Person (See
Instructions)
CO
|
|
(1)
|
Consists
of 201,556 shares of common stock held by Vintage Secondary Fund III (Cayman), L.P. and 64,735
shares of common stock held by Vintage Secondary Fund III (Israel), L.P. (collectively, the
“Funds”). The reporting person serves as the general partner of the general partner
of each of the Funds and may therefore be deemed to share beneficial ownership with respect
to the shares of common stock held by the Funds. See Item 4.
|
|
(2)
|
Based
on 118,941,618 shares of common stock of the issuer outstanding as of November 30, 2021,
as described in the issuer’s Current Report on Form 8-K filed with the SEC on December
6, 2021.
|
CUSIP
No. 457679 108
|
13G
|
Page
8 of 12 Pages
|
Item 1(a). Name of Issuer:
|
|
The name of the issuer is
Innovid Corp. (the “Issuer”).
|
Item 1(b). Address of Issuer’s Principal
Executive Offices:
|
|
The Issuer’s principal executive offices are located at 30 Irving Place, 12th Floor, New York,
NY 10003.
|
Item 2(a). Name of Person Filing:
The following entities, listed in (i)-(vi) below, who are
filing this Statement of Beneficial Ownership on Schedule 13G (the “Statement”), are referred to herein collectively
as the “Reporting Persons”:
|
(i)
|
Vintage Investments 5 L.P. (“Vintage 5 L.P.”)
|
|
(ii)
|
Vintage Fund 5 Ltd. (“Vintage 5 Ltd.”)
|
|
(iii)
|
Vintage Ventures III L.P. (“Vintage 3 L.P.”)
|
|
(iv)
|
Vintage Ventures Fund 3 Ltd. (“Vintage 3 Ltd.”)
|
|
(v)
|
Vintage Investments VI L.P. (“Vintage 6 L.P.”)
|
|
(vi)
|
Vintage Fund 6 Ltd. (“Vintage 6 Ltd.”)
|
Vintage 5 L.P. serves as the general partner of each of Vintage
Co-Investment Fund I (Cayman), L.P. and Vintage Co-Investment Fund I (Israel), L.P., which hold shares of common stock of the Issuer.
Vintage 5 Ltd. serves as the general partner of Vintage 5 L.P.
Vintage 3 L.P. serves as the general partner of each of Vintage
Secondary Fund II (Cayman), L.P. and Vintage Secondary Fund II (Israel), L.P., which hold shares of common stock of the Issuer. Vintage
3 Ltd. serves as the general partner of Vintage 3 L.P.
Vintage 6 L.P. serves as the general partner of each of Vintage
Secondary Fund III (Cayman), L.P. and Vintage Secondary Fund III (Israel), L.P., which hold shares of common stock of the Issuer. Vintage
6 Ltd. serves as the general partner of Vintage 6 L.P.
Vintage 5 L.P., Vintage 3 L.P. and Vintage 6 L.P. are collectively
referred to as the “GPs”. Vintage 5 Ltd., Vintage 3 Ltd. and Vintage 6 Ltd. are collectively referred to as the “GPs
of the GPs”. The outstanding equity of the GPs of the GPs are held by four, five and four shareholders, respectively, of which four
shareholders are common to each of the GPs of the GPs. No single shareholder of a GP of the GP holds a majority equity or voting interest
in any of the GPs of the GPs, and, therefore, no such shareholder possesses voting or investment power with respect to any of the shares
of the Issuer reported herein.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office of each Reporting
Person is 12 Abba Eban Avenue,10th Floor Ackerstein Towers Building D Hertzliya Pituach, 46120 Israel.
Item 2(c). Citizenship:
The state of organization of each Reporting Person
is Israel.
Item 2(d). Title of Class of Securities:
This Statement relates to the common
stock, par value $0.0001 per share (“common stock”), of the Issuer.
Item 2(e). CUSIP Number:
The CUSIP number of the common stock
is 457679 108.
CUSIP
No. 457679 108
|
13G
|
Page
9 of 12 Pages
|
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).
|
|
|
|
|
|
(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).
|
|
|
|
|
|
(e)
|
☐
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☐
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
|
|
|
|
(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);
|
|
|
|
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:
Please see Rows 9 and
11 of the cover page of each Reporting Person for the beneficial ownership information for each Reporting Person.
The total number of
shares of common stock beneficially owned by the Reporting Persons is 6,297,460, constituting 5.3% of the outstanding shares of common
stock. While none of the Reporting Persons individually possesses beneficial ownership in excess of 5% of the outstanding shares of common
stock, the equity of the GPs of the GPs is held in common among four shareholders who may together be deemed to indirectly possess beneficial
ownership of in excess of 5% of the outstanding common stock. Each of the Reporting Persons and each of the shareholders of the GPs of
the GPs disclaims beneficial ownership of the shares of common stock reported in this Statement except to the extent of its (or, in the
case of certain of those shareholders, his) pecuniary interest (if any) therein
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: o
Item 6. Ownership of More Than
Five Percent on Behalf of Another Person.
Not applicable.
CUSIP
No. 457679 108
|
13G
|
Page
10 of 12 Pages
|
Item 7.
|
Identification and Classification of the Subsidiary Which
Acquired the Security Being
Reported on
By the Parent Holding Company or Control Person.
|
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. Certifications.
Each of the Reporting Persons hereby certifies
as follows:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.
CUSIP
No. 457679 108
|
13G
|
Page
11 of 12 Pages
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Vintage Investments 5 L.P.
|
|
|
|
By: Vintage Fund 5 Ltd., its sole general partner
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage Fund 5 Ltd.
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage VENTURES III L.P.
|
|
|
|
|
By: Vintage Ventures Fund 3 Ltd., its sole general partner
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage VENTURES Fund 3 Ltd.
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage Investments VI L.P.
|
|
|
|
By: Vintage Fund 6 Ltd., its sole general partner
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage Fund 6 Ltd.
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
Dated: December 30, 2021
CUSIP
No. 457679 108
|
13G
|
Page
12 of 12 Pages
|
EXHIBITS
Exhibit 1 – Joint Filing
Agreement pursuant to Rule 13d-1(k)(1)
Exhibit 1
JOINT FILING AGREEMENT
The undersigned parties hereby agree that this
Statement on Schedule 13G filed herewith, and any amendments thereto filed hereafter by any of the undersigned parties, relating to the
common stock, par value $0.0001, of Innovid Corp., is being (and will be, in the case of amendments hereto) filed jointly with the Securities
and Exchange Commission pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, on behalf of each such person.
Date: December 30, 2021
|
Vintage Investments 5 L.P.
|
|
|
|
By: Vintage Fund 5 Ltd., its sole general partner
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage Fund 5 Ltd.
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage VENTURES III L.P.
|
|
|
|
|
By: Vintage Ventures Fund 3 Ltd., its sole general partner
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage VENTURES Fund 3 Ltd.
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage Investments VI L.P.
|
|
|
|
|
By: Vintage Fund 6 Ltd., its sole general partner
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|
|
|
|
|
Vintage Fund 6 Ltd.
|
|
|
|
|
By:
|
/s/ Abe Finkelstein
|
|
Name:
|
Abe Finkelstein
|
|
Title:
|
Director
|