Statement of Ownership (sc 13g)
February 14 2022 - 2:52PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
SIMILARWEB
LTD.
(Name
of Issuer)
Ordinary
Shares
(Title
and Class of Securities)
M84137104
(CUSIP
Number)
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:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
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 (the “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)
CUSIP
No. M84137104
|
Schedule
13G
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
Or Offer
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) ☐
|
|
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Israel
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
6,059,927 (1)
|
6
|
SHARED VOTING POWER
|
|
-0-
|
7
|
SOLE DISPOSITIVE POWER
|
|
6,059,927 (1)
|
8
|
SHARED DISPOSITIVE POWER
|
|
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
6,059,927 (1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
7.86% (2)
|
12
|
TYPE OF REPORTING PERSON
|
|
IN
|
(1)
|
Consists of 3,796,106 ordinary shares held by Mr. Offer and
2,263,821 ordinary shares issuable upon the exercise of options that vest within 60 days of February 14, 2022.
|
(2)
|
Based on 74,864,044 ordinary shares outstanding as of January
31, 2022 and 2,263,821 ordinary shares issuable upon the exercise of options that vest within 60 days of February 14, 2022, which together
constitute the outstanding securities under Securities Exchange Act Rule 13d-3(d)(1)(i).
|
CUSIP
No. M84137104
|
Schedule
13G
|
|
|
|
|
Item
1.
|
(a)
|
The
name of the issuer is Similarweb Ltd. (the “Issuer”).
|
|
(b)
|
The
Issuer’s principal executive offices are located at:
|
121
Menachem Begin Rd. Tel Aviv-Yafo 6701203, Israel
Item
2.
|
(a)
|
The
names of the person (the “Reporting Person”) filing this Schedule 13G (this “Statement”) are:
|
Or
Offer
|
(b)
|
The
principal business office for the Reporting Person is
|
121
Menachem Begin Rd. Tel Aviv-Yafo 6701203, Israel
Israel
|
(d)
|
This
Statement relates to the ordinary shares of the Issuer.
|
|
(e)
|
The
CUSIP Number of the ordinary shares is M84137104.
|
Item
3. Filing Category.
Not
applicable.
CUSIP
No. M84137104
|
Schedule
13G
|
|
|
|
|
Item
4. Ownership.
|
(a)
|
Amount
beneficially owned:
|
|
|
|
|
|
The
Reporting Person collectively may be deemed to beneficially own 6,059,927 ordinary shares.
|
|
(b)
|
Percent
of Class:
The
Reporting Person may be deemed to be the beneficial owner of the percentage of ordinary shares listed on such Reporting Person’s
cover page. Percentage amounts are calculated based upon 77,127,865 ordinary shares outstanding as of January 31, 2022 and 2,263,821
ordinary shares issuable upon the exercise of options that vest within 60 days of February 14, 2022, which together constitute the
outstanding securities under Securities Exchange Act Rule 13d-3(d)(1)(i).
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
See
Item 5 of each cover page.
|
(ii)
|
Shared
power to vote or to direct the vote of shares:
|
See
Item 6 of each cover page.
|
(iii)
|
Sole
power to dispose or to direct the disposition of shares:
|
See
Item 7 of each cover page.
|
(iv)
|
Shared
power to dispose or to direct the disposition of shares:
|
See
Item 8 of each cover page.
Item
5.
|
Ownership
of 5 Percent or Less of a Class.
|
Not
Applicable.
Item
6.
|
Ownership
of More than 5 Percent on Behalf of Another Person.
|
Not
Applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not
Applicable.
CUSIP
No. M84137104
|
Schedule
13G
|
|
|
|
|
Item
8.
|
Identification
and Classification of Members of a Group.
|
Not
Applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
Not
Applicable.
CUSIP
No. M84137104
|
Schedule
13G
|
|
|
|
|
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
|
|
|
/s/
Or Offer
|
|
Name:
Or Offer
|
|
Title:
Chief Executive Officer and Director of
|
|
Similarweb
Ltd.
|
CUSIP
No. M84137104
|
Schedule
13G
|
|
|
|
|
EXHIBIT
INDEX TO SCHEDULE 13G
Not
Applicable
Similarweb (NYSE:SMWB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Similarweb (NYSE:SMWB)
Historical Stock Chart
From Jul 2023 to Jul 2024